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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 10-Q
________________________
 (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from________ to________ .
Commission File Number: 1-644
COLGATE-PALMOLIVE COMPANY
(Exact name of registrant as specified in its charter)
Delaware13-1815595
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
 
300 Park Avenue
New York,New York10022
(Address of principal executive offices)(Zip Code)
(212) 310-2000
(Registrant’s telephone number, including area code)
NO CHANGES
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par valueCLNew York Stock Exchange
0.500% Notes due 2026CL26New York Stock Exchange
0.300% Notes due 2029CL29New York Stock Exchange
1.375% Notes due 2034CL34New York Stock Exchange
0.875% Notes due 2039CL39New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes   No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
ClassShares OutstandingDate
Common stock, $1.00 par value806,064,942September 30, 2025




PART I.    FINANCIAL INFORMATION


COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Statements of Income
(Dollars in Millions Except Per Share Amounts)
(Unaudited)
 
 Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Net sales$5,131 $5,033 $15,152 $15,156 
Cost of sales2,082 1,959 6,047 5,977 
Gross profit3,049 3,074 9,105 9,179 
Selling, general and administrative expenses1,971 1,979 5,833 5,833 
Other (income) expense, net19 30 58 141 
Operating profit1,059 1,065 3,214 3,205 
Non-service related postretirement costs21 23 116 67 
Interest expense67 74 203 226 
Interest income21 18 56 51 
Income before income taxes992 986 2,951 2,963 
Provision for income taxes226 210 685 693 
Net income including noncontrolling interests766 776 2,266 2,270 
Less: Net income attributable to noncontrolling interests31 39 97 120 
Net income attributable to Colgate-Palmolive Company$735 $737 $2,169 $2,150 
Earnings per common share, basic$0.91 $0.90 $2.68 $2.62 
Earnings per common share, diluted$0.91 $0.90 $2.67 $2.61 


See Notes to Condensed Consolidated Financial Statements.

2



COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Statements of Comprehensive Income
(Dollars in Millions)
(Unaudited)

Three Months EndedNine Months Ended
September 30,September 30,
2025202420252024
Net income including noncontrolling interests$766 $776 $2,266 $2,270 
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments15 44 329 (168)
Retirement plans and other retiree benefit adjustments10 21 20 32 
    Gains (losses) on cash flow hedges7 (7)(15)(5)
Total Other comprehensive income (loss), net of tax32 58 334 (141)
Total Comprehensive income including noncontrolling interests798 834 2,600 2,129 
Less: Net income attributable to noncontrolling interests31 39 97 120 
Less: Cumulative translation adjustments attributable to noncontrolling interests(4) (5)
Total Comprehensive income attributable to noncontrolling interests27 4297 115 
Total Comprehensive income attributable to Colgate-Palmolive Company$771 $792 $2,503 $2,014 


See Notes to Condensed Consolidated Financial Statements.

3



COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Balance Sheets
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
September 30,
2025
December 31,
2024
Assets
Current Assets
Cash and cash equivalents$1,279 $1,096 
Receivables (net of allowances of $92 and $85, respectively)
1,807 1,521 
Inventories2,109 1,987 
Other current assets844 713 
Total current assets6,039 5,317 
Property, plant and equipment:  
Cost10,847 10,127 
Less: Accumulated depreciation(6,287)(5,705)
Property, plant and equipment, net4,560 4,422 
Goodwill3,702 3,272 
Other intangible assets, net1,889 1,756 
Deferred income taxes216 195 
Other assets1,107 1,084 
Total assets$17,513 $16,046 
Liabilities and Shareholders’ Equity  
Current Liabilities  
Debt payable within one-year$1,113 $660 
Accounts payable1,866 1,805 
Accrued income taxes339 403 
Other accruals3,178 2,891 
Total current liabilities6,496 5,759 
Long-term debt7,306 7,289 
Deferred income taxes304 343 
Other liabilities2,169 2,111 
Total liabilities16,275 15,502 
Shareholders’ Equity  
Common stock, $1 par value (2,000,000,000 shares authorized, 1,465,706,360 shares issued)
1,466 1,466 
Additional paid-in capital4,284 4,181 
Retained earnings27,051 26,145 
Accumulated other comprehensive income (loss)(3,888)(4,222)
Treasury stock, at cost(28,057)(27,358)
Total Colgate-Palmolive Company shareholders’ equity856 212 
Noncontrolling interests382 332 
Total equity1,238 544 
Total liabilities and equity$17,513 $16,046 
See Notes to Condensed Consolidated Financial Statements.

4



COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Statements of Cash Flows
(Dollars in Millions)
(Unaudited)
Nine Months Ended
 September 30,
 20252024
Operating Activities  
Net income including noncontrolling interests$2,266 $2,270 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operations:  
Depreciation and amortization457 457 
ERISA litigation matter65 — 
Restructuring and termination benefits, net of cash(15)54 
Stock-based compensation expense127 108 
Deferred income taxes8 (98)
Cash effects of changes in:
Receivables(180)(184)
Inventories9 (94)
Accounts payable and other accruals30 327 
Other non-current assets and liabilities(22)(2)
Net cash provided by (used in) operations2,745 2,838 
Investing Activities  
Capital expenditures(387)(377)
Purchases of marketable securities and investments(537)(358)
Proceeds from sale of marketable securities and investments508 260 
Payment for acquisition, net of cash acquired(293)— 
Other investing activities(5)21 
Net cash provided by (used in) investing activities(714)(454)
Financing Activities  
Short-term borrowing (repayment) less than 90 days, net139 337 
Principal payments of debt(655)(502)
Proceeds from issuance of debt 497 
Dividends paid(1,300)(1,275)
Purchases of treasury shares(804)(1,284)
Proceeds from exercise of stock options83 611 
Other financing activities145 
Net cash provided by (used in) financing activities(1,895)(2,110)
Effect of exchange rate changes on Cash and cash equivalents47 (6)
Net increase (decrease) in Cash and cash equivalents183 268 
Cash and cash equivalents at beginning of the period1,096 966 
Cash and cash equivalents at end of the period$1,279 $1,234 
Supplemental Cash Flow Information  
Income taxes paid$712 $762 
Interest paid$235 $267 
See Notes to Condensed Consolidated Financial Statements.

5



COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Statements of Changes in Shareholders Equity
(Dollars in Millions)
(Unaudited)

Three Months Ended September 30, 2025
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, June 30, 2025
$1,466 $4,246 $(27,821)$26,735 $(3,924)$350 
Net income    735  31 
Other comprehensive income (loss), net of tax
    36 (4)
Dividends ($0.52 per share)
   (419)  
Stock-based compensation expense
 72     
Shares issued for stock options
 8 10    
Shares issued for restricted stock units
 (43)43    
Treasury stock acquired
  (288)   
Other 1 (1)  5 
Balance, September 30, 2025
$1,466 $4,284 $(28,057)$27,051 $(3,888)$382 
Three Months Ended September 30, 2024
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, June 30, 2024
$1,466 $4,035 $(26,736)$25,486 $(4,128)$359 
Net income— — — 737 — 39 
Other comprehensive income (loss), net of tax
— — — — 55 
Dividends ($0.50 per share)
— — — (409)— — 
Stock-based compensation expense
— 65 — — — — 
Shares issued for stock options
— 71 87 — — — 
Shares issued for restricted stock units
— (29)29 — — — 
Treasury stock acquired
— — (295)— — — 
Other— — — (1)— 
Balance, September 30, 2024
$1,466 $4,142 $(26,913)$25,814 $(4,074)$401 
(1) Accumulated other comprehensive income (loss) includes cumulative translation losses of $3,358 at September 30, 2025 ($3,515 at September 30, 2024) and $3,378 at June 30, 2025 ($3,555 at June 30, 2024), respectively, and unrecognized retirement plan and other retiree benefits costs of $586 at September 30, 2025 ($615 at September 30, 2024) and $595 at June 30, 2025 ($636 at June 30, 2024), respectively.




See Notes to Condensed Consolidated Financial Statements.

6



COLGATE-PALMOLIVE COMPANY
Condensed Consolidated Statements of Changes in Shareholders Equity
(Dollars in Millions)
(Unaudited)
Nine Months Ended September 30, 2025
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, December 31, 2024
$1,466 $4,181 $(27,358)$26,145 $(4,222)$332 
Net income   2,169  97 
Other comprehensive income (loss), net of tax
    334  
Dividends ($1.56 per share)
   (1,263) (53)
Stock-based compensation expense
 127     
Shares issued for stock options
 37 46    
Shares issued for restricted stock units
 (65)65    
Treasury stock acquired
  (804)   
Other 4 (6)  6 
Balance, September 30, 2025
$1,466 $4,284 $(28,057)$27,051 $(3,888)$382 
Nine Months Ended September 30, 2024
Colgate-Palmolive Company Shareholders’ Equity
Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)(1)
Noncontrolling
Interests
Balance, December 31, 2023
$1,466 $3,808 $(26,017)$25,289 $(3,937)$348 
Net income— — — 2,150 — 120 
Other comprehensive income (loss), net of tax
— — — — (136)(5)
Dividends ($1.98 per share)*
— — — (1,625)— (63)
Stock-based compensation expense
— 108 — — — — 
Shares issued for stock options
— 273 337 — — — 
Shares issued for restricted stock units
— (51)51 — — — 
Treasury stock acquired
— — (1,284)— — — 
Other— — — (1)
Balance, September 30, 2024
$1,466 $4,142 $(26,913)$25,814 $(4,074)$401 
(1) Accumulated other comprehensive income (loss) includes cumulative translation losses of $3,358 at September 30, 2025 ($3,515 at September 30, 2024) and $3,687 at December 31, 2024 ($3,351 at December 31, 2023), respectively, and unrecognized retirement plan and other retiree benefits costs of $586 at September 30, 2025 ($615 at September 30, 2024) and $605 at December 31, 2024 ($647 at December 31, 2023), respectively.
* Two dividends were declared in the first quarter of 2024.




See Notes to Condensed Consolidated Financial Statements.

7


COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)

1.    Basis of Presentation

The Condensed Consolidated Financial Statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for a full year. Note that certain columns and rows may not sum due to rounding. Colgate-Palmolive Company (together with its subsidiaries, the “Company” or “Colgate”) reclassifies certain prior year amounts, as applicable, to conform to the current year presentation.

For a complete set of financial statement notes, including the Company’s significant accounting policies, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”).

2.     Use of Estimates

Provisions for certain expenses, including income taxes, advertising and consumer promotion, are based on full year assumptions and are included in the accompanying Condensed Consolidated Financial Statements in proportion with estimated annual tax rates, the passage of time or estimated annual sales, as applicable.

3.    Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.” This ASU refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. This guidance is effective for the Company for fiscal years beginning after December 15, 2026 and is not expected to have an impact on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the capitalization criteria for internal-use software by eliminating references to project stages and clarifying the threshold applied to begin capitalizing costs. This guidance is effective for the Company for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact of this new guidance.

In July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” This ASU permits the Company to elect a practical expedient to assume current conditions as of the balance sheet date will not change for the remaining life of accounts receivable and contract assets when estimating expected credit losses. This guidance is effective for the Company for fiscal years beginning after December 15, 2025 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In May 2025, the FASB issued ASU No. 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer.” This ASU clarifies the accounting treatment of share-based compensation payable to a customer. This guidance is effective for the Company for fiscal years beginning after December 15, 2026 and is not expected to have an impact on the Company’s Consolidated Financial Statements.

In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.” This ASU clarifies the guidance regarding the identification of the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity. This guidance is effective for the Company for fiscal years beginning after December 15, 2026 and is not expected to have an impact on the Company’s Consolidated Financial Statements.



8

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
In November 2024, the FASB issued ASU No. 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.” This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions. This guidance is effective for the Company for fiscal years beginning after December 15, 2025 and is not expected to have an impact on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires additional disclosures related to the disaggregation of income statement expense categories. This guidance is effective for the Company for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. The guidance was effective for the Company as of January 1, 2025 and the new disclosure requirements will be effective in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This ASU improves the accounting for certain crypto assets by requiring companies to measure them at fair value for each reporting period with changes in fair value recognized in net income. The guidance was effective for the Company beginning on January 1, 2025 and did not have an impact on the Company’s Consolidated Financial Statements.

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations. This guidance is effective for the Company no later than June 30, 2027. Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

In August 2023, the FASB issued ASU No. 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” This ASU requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance was applicable to joint ventures with a formation date on or after January 1, 2025 and did not have an impact on the Company’s Consolidated Financial Statements.

9

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
4. Acquisitions

On April 30, 2025, the Company acquired Care TopCo Pty Ltd, the owner of the Prime100 pet food business, for cash consideration of AU $471 (approximately $301). This acquisition provides the Company’s Hill’s Pet Nutrition segment with an entry into the fast-growing fresh pet food category in Australia. The acquisition was financed with a combination of debt and cash and was accounted for as a business combination in accordance with ASC 805.

The total purchase price of $301 has been allocated to the net assets acquired based on their respective estimated fair values as follows:

Cash$
Other current assets12 
Property, plant and equipment13 
Other assets
Other intangible assets58 
Goodwill214 
Total liabilities(8)
Fair value of net assets acquired$301 

Goodwill of $214 was allocated to the Hill’s Pet Nutrition segment. The Company expects that goodwill will be deductible for tax purposes. Other intangible assets acquired include trademarks, customer relationships and product formulations, which have useful lives ranging from five to 15 years.
The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above. The Company expects to finalize the purchase price allocation no later than the second quarter of 2026.
Pro forma results of operations have not been presented as the impact on the Company’s Consolidated Financial Statements is not material.


10

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
5.    Restructuring and Related Implementation Charges
    
Strategic Growth and Productivity Program

On July 31, 2025, the Company’s Board of Directors approved a new three-year productivity program to drive future growth and support the Company’s 2030 strategy (the “Strategic Growth and Productivity Program”). The program includes initiatives to better align the Company’s organizational structure to support its strategic initiatives, optimize the Company’s global supply chain to drive agility and efficiencies and simplify and streamline its organizational structure to reduce overhead costs.

The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, totaling between $200 and $300, which is currently estimated to be comprised of the following: employee-related costs, including severance and other termination benefits (65% to 75%) and asset-related costs and other charges (25% to 35%), which include accelerated depreciation, asset write-downs, contract termination and other exit costs. It is estimated that approximately 75% to 85% of the charges will result in cash expenditures and substantially all charges resulting from the program will be incurred by December 31, 2028.

It is estimated that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (15% to 20%), Latin America (15% to 20%), Europe (10% to 15%), Asia Pacific (10% to 15%), Africa/Eurasia (5% to 10%), Hill’s Pet Nutrition (10% to 15%) and Corporate (10% to 15%).

There were no charges resulting from the Strategic Growth and Productivity Program for the three months ended September 30, 2025.


2022 Global Productivity Initiative

The Company’s prior targeted productivity program (the “2022 Global Productivity Initiative”) concluded on December 31, 2024. The 2022 Global Productivity Initiative resulted in the reallocation of resources towards the Company’s strategic priorities and faster growth businesses, efficiencies in the Company’s operations and the streamlining of its supply chain to reduce structural costs.

For the nine months ended September 30, 2024, charges resulting from the 2022 Global Productivity Initiative are reflected in the income statement as follows:

Nine Months Ended September 30, 2024
Gross Profit$19 
Selling, general and administrative expenses
Other (income) expense, net54 
Total 2022 Global Productivity Initiative charges, pretax$77 
Total 2022 Global Productivity Initiative charges, aftertax$67 

Restructuring and related implementation charges were recorded in the Corporate segment as these initiatives were predominantly centrally directed and controlled and were not included in internal measures of segment operating performance.








11

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The following table summarizes the activity for the restructuring accrual:

Nine Months Ended September 30, 2025
 Employee-Related
Costs 
OtherTotal
Balance at December 31, 2024
$34 $10 $44 
Cash Payments (11)(4)(15)
Foreign exchange— 
Balance at September 30, 2025
$28 $$34 


6.    Inventories

Inventories by major class were as follows:
September 30,
2025
December 31,
2024
Raw materials and supplies$599 $631 
Work-in-process53 46 
Finished goods1,555 1,431 
       Total Inventories, net$2,207 $2,108 
Non-current inventory, net(98)(121)
     Current Inventories, net$2,109 $1,987 

7.    Earnings Per Share

For the three months ended September 30, 2025 and 2024, earnings per share were as follows:
 Three Months Ended
 September 30, 2025September 30, 2024
 Net income attributable to Colgate-Palmolive CompanyShares
(millions)
Per
Share
Net income attributable to Colgate-Palmolive CompanyShares
(millions)
Per
Share
Basic EPS$735 807.8 $0.91 $737 817.7 $0.90 
Stock options and
restricted stock units
2.4   4.8  
Diluted EPS$735 810.2 $0.91 $737 822.5 $0.90 

For the three months ended September 30, 2025 and 2024, the average number of stock options and restricted stock units that were anti-dilutive and not included in diluted earnings per share calculations were 1,060,609 and 315,441, respectively.








12

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
For the nine months ended September 30, 2025 and 2024, earnings per share were as follows:
 Nine Months Ended
 September 30, 2025September 30, 2024
 Net income attributable to Colgate-Palmolive CompanyShares
(millions)
Per
Share
Net income attributable to Colgate-Palmolive CompanyShares
(millions)
Per
Share
Basic EPS$2,169 810.0 $2.68 $2,150 820.1 $2.62 
Stock options and
restricted stock units
2.8   4.1  
Diluted EPS$2,169 812.8 $2.67 $2,150 824.2 $2.61 
For the nine months ended September 30, 2025 and 2024, the average number of stock options and restricted stock units that were anti-dilutive and not included in diluted earnings per share calculations were 987,780 and 113,356, respectively.

8.    Other Comprehensive Income (Loss)

Additions to and reclassifications out of Accumulated other comprehensive income (loss) attributable to the Company for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,
Nine Months Ended September 30,
 2025202420252024
Cumulative translation adjustments:
Cumulative translation adjustments, pre-tax$17 $(10)$228 $(175)
Tax amounts51 101 12 
Cumulative translation adjustments, net of tax19 41 329 (163)
Pension and other benefits:
   Net actuarial gain (loss), prior service costs and settlements
   during the period
22 21 
Amortization of net actuarial loss (gain), transition and prior service costs(1)
20 22 
Retirement Plan and other retiree benefit adjustments, pre-tax13 29 26 43 
Tax amounts(3)(8)(6)(11)
Retirement Plan and other retiree benefit adjustments, net of tax 10 21 20 32 
Cash flow hedges:
Gains (losses) on cash flow hedges, pre-tax(8)(19)(6)
Tax amounts(1)
Gains (losses) on cash flow hedges, net of tax(7)(15)(5)
Total Other comprehensive income (loss), net of tax$36 $55 $334 $(136)
(1) These components of Other comprehensive income (loss) are included in the computation of total pension cost. See Note 9, Retirement Plans and Other Retiree Benefits for additional details.

There were no tax impacts on Other comprehensive income (loss) (“OCI”) attributable to Noncontrolling interests.




13

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
9.    Retirement Plans and Other Retiree Benefits

Components of Net periodic benefit cost for the three and nine months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30,
 Pension BenefitsOther Retiree Benefits
 United StatesInternational  
 202520242025202420252024
Service cost$$$$$$
Interest cost26 23 10 
Expected return on plan assets(24)(20)(7)(7)— — 
Amortization of actuarial losses (gains)10 10 (5)(5)
Net periodic benefit cost$13 $14 $$$$
Other postretirement charges— — — — — 
Total pension cost$13 $19 $$$$

Nine Months Ended September 30,
 Pension BenefitsOther Retiree Benefits
 United StatesInternational  
 202520242025202420252024
Service cost$$$13 $11 $$
Interest cost73 70 24 22 28 26 
Expected return on plan assets(60)(58)(19)(20)— — 
Amortization of actuarial losses (gains)28 31 (12)(13)
Net periodic benefit cost$42 $44 $22 $17 $21 $19 
Other postretirement charges— — — — — 
ERISA litigation matter(1)
50 — — — — — 
Total pension cost$92 $49 $22 $17 $21 $19 
(1) Refer to Note 10, Contingencies for information regarding the ERISA litigation matter.

For the three and nine months ended September 30, 2025, the Company made contributions to its U.S postretirement plans of $12 and $23, respectively. For the three and nine months ended September 30, 2024, the Company made no contributions to its U.S. postretirement plans.


10.    Contingencies

As a global company serving consumers in more than 200 countries and territories, the Company is routinely subject to a wide variety of legal proceedings. These include disputes relating to intellectual property, contracts, product liability, marketing, advertising, foreign exchange controls, antitrust and trade regulation, as well as labor and employment, pension, data privacy and security, environmental and tax matters and consumer class actions. In addition, management proactively reviews and monitors the Company’s exposure to, and the impact of, environmental matters. The Company is party to various environmental matters and, as such, may be responsible for all or a portion of the cleanup, restoration and post-closure monitoring of several sites.

The Company establishes accruals for loss contingencies when it has determined that a loss is probable and that the amount of loss, or range of loss, can be reasonably estimated. Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.
14

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The Company also determines estimates of reasonably possible losses or ranges of reasonably possible losses in excess of related accrued liabilities, if any, when it has determined that a loss is reasonably possible and it is able to determine such estimates. For those matters disclosed below for which the amount of any potential losses can be reasonably estimated, the Company currently estimates that the aggregate range of reasonably possible losses in excess of any accrued liabilities is $0 to approximately $225 (based on current exchange rates). The estimates included in this amount are based on the Company’s analysis of currently available information and, as new information is obtained, these estimates may change. Due to the inherent subjectivity of the assessments and the unpredictability of outcomes of legal proceedings, any amounts accrued or included in this aggregate range may not represent the ultimate loss to the Company. Thus, the Company’s exposure and ultimate losses may be higher or lower, and possibly significantly so, than the amounts accrued or the range disclosed above.

Based on current knowledge, management does not believe that the ultimate resolution of loss contingencies arising from the matters discussed herein will have a material effect on the Company’s consolidated financial position or its ongoing results of operations or cash flows. However, in light of the inherent uncertainties noted above, an adverse outcome in one or more matters could be material to the Company’s results of operations or cash flows for any particular quarter or year.

Brazilian Matters

There are certain tax and civil proceedings outstanding, as described below, related to the Company’s 1995 acquisition of the Kolynos oral care business from Wyeth (the “Seller”).

The Brazilian internal revenue authority has disallowed interest deductions and foreign exchange losses taken by the Company’s Brazilian subsidiary for certain years in connection with the financing of the Kolynos acquisition. The tax assessments with interest, penalties and any court-mandated fees, at the current exchange rate, are approximately $112. This amount includes additional assessments received from the Brazilian internal revenue authority in April 2016 relating to net operating loss carryforwards used by the Company’s Brazilian subsidiary to offset taxable income that had also been deducted from the authority’s original assessments. The Company has been disputing the disallowances by appealing the assessments since October 2001.

In each of September 2015, February 2017, September 2018, April 2019 and August 2020, the Company lost an administrative appeal and subsequently challenged these assessments in the Brazilian federal courts. Currently, there are three lawsuits pending in the Lower Federal Court and the Company has appealed two cases to the Federal Court of Appeals. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that it has strong legal grounds to contest the disallowances and that the Company should ultimately prevail. The Company is challenging these disallowances vigorously. In November 2023, based upon changes in Brazilian tax law, the Company filed petitions in three of the actions requesting that the penalty portion of the claim be removed. The Brazilian tax authority agreed with the Company’s position and reduced its claim in two of those actions in August 2024 and reduced its claim in the third in October 2024.
 
In July 2002, the Brazilian Federal Public Attorney filed a civil action against the federal government of Brazil, Laboratorios Wyeth-Whitehall Ltda. (the Brazilian subsidiary of the Seller) and the Company, as represented by its Brazilian subsidiary, in the 6th. Lower Federal Court in the City of São Paulo, seeking to annul an April 2000 decision by the Brazilian Board of Tax Appeals that found in favor of the Seller’s Brazilian subsidiary on the issue of whether it had incurred taxable capital gains as a result of the divestiture of Kolynos. The action seeks to make the Company’s Brazilian subsidiary jointly and severally liable for any tax due from the Seller’s Brazilian subsidiary. The case has been pending since 2002, and the Lower Federal Court has not issued a decision. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal counsel, that it has strong legal grounds to contest the action and that the Company should ultimately prevail. The Company is challenging this action vigorously.

In December 2005, the Brazilian internal revenue authority issued to the Company’s Brazilian subsidiary a tax assessment with interest and any court-mandated fees of approximately $27, at the current exchange rate, based on a claim that certain purchases of U.S. Treasury bills by the subsidiary and their subsequent disposition during the period 2000 to 2001 were subject to a tax on foreign exchange transactions. The Company had been disputing the assessment within the internal revenue authority’s administrative appeals process. However, in November 2015, the Superior Chamber of Administrative Tax Appeals denied the Company’s final administrative appeal, and the Company has filed a lawsuit in the Brazilian federal court. In the event the Company is unsuccessful in this lawsuit, further appeals are available within the Brazilian federal courts. Although there can be no assurances, management believes, based on the opinion of its Brazilian legal
15

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
counsel, that it has strong legal grounds to contest the tax assessment and that the Company should ultimately prevail. The Company is challenging this assessment vigorously. In addition, in April 2024, based upon changes in Brazilian tax law, the Company filed a petition in this matter requesting that the penalty portion of the claim be removed. The Brazilian tax authority agreed with the Company’s position and, in March 2025, reduced its claim in this matter.

Talcum Powder Matters

The Company has been named as a defendant in civil actions alleging that certain of its talcum powder products were contaminated with asbestos and/or caused mesothelioma and other cancers. Many of these actions involve a number of co-defendants from a variety of different industries, including suppliers of asbestos and manufacturers of products that, unlike the Company’s products, were designed to contain asbestos.

As of September 30, 2025, there were 402 individual cases pending against the Company in state and federal courts throughout the United States, as compared to 383 cases as of June 30, 2025 and 308 cases as of December 31, 2024. During the three months ended September 30, 2025, 49 new cases were filed and 30 cases were resolved by voluntary dismissal or settlement. During the nine months ended September 30, 2025, 164 new cases were filed and 70 cases were resolved by voluntary dismissal, settlement or dismissal by the court. The value of the settlements in the periods presented was not material, either individually or in the aggregate, to such periods’ results of operations.

A significant portion of the Company’s costs incurred in defending and resolving these claims has been, and the Company believes that a portion of the costs will continue to be, covered by insurance policies issued by several primary, excess and umbrella insurance carriers, subject to deductibles, exclusions, retentions, policy limits and insurance carrier insolvencies.

While the Company and its legal counsel believe that the Company has strong legal grounds to contest these cases and intends to challenge them vigorously, there can be no assurances regarding the ultimate resolution of these matters.

ERISA Matter

In June 2016, a lawsuit was filed in the United States District Court for the Southern District of New York (the “District Court”) against the Colgate-Palmolive Company Employee’ Retirement Income Plan (“Retirement Plan”), the Company and certain individuals claiming that residual annuity payments associated with a 2005 residual annuity amendment to the Retirement Plan were improperly calculated for certain Retirement Plan participants in violation of the Employee Retirement Income Security Act (“ERISA”). The relief sought included recalculation of benefits, pre- and post-judgment interest and attorneys’ fees. This action was certified as a class action in July 2017. In July 2020, the District Court dismissed certain claims, and in August 2020 granted the plaintiffs’ motion for summary judgment on the remaining claims. In September 2020, the Company appealed to the United States Court of Appeals for the Second Circuit (“Second Circuit”). In March 2023, the Second Circuit affirmed the grant of summary judgment to the plaintiffs. Also, in June 2023, the plaintiffs filed a motion to enter a revised final judgment in the District Court to address certain unresolved calculation issues, which the Company opposed. In March 2024, the District Court granted the plaintiffs’ motion and found for the plaintiffs on those calculation issues. The Company appealed this decision to the Second Circuit and, in April 2025, the Second Circuit affirmed the District Court’s decision.

Following the Second Circuit decisions, the Company recorded charges to earnings of $267 in the quarter ended March 31, 2023 and $65 in the quarter ended March 31, 2025 to reflect the then current estimated increase in pension plan liability and other related costs. In the three months ended September 30, 2025, the parties entered into a settlement agreement to fully resolve the litigation for $332, inclusive of attorneys’ fees and costs, and filed a motion for preliminary settlement approval with the District Court. In October 2025, the District Court granted preliminary approval of the settlement, which remains subject to final approval. The final approval hearing has been scheduled for January 2026, at which time the District Court will allocate a portion of the settlement amount for plaintiffs’ attorneys’ fees and costs. The litigation resulted in an increase in the obligations of the Retirement Plan and, based on the current funded status of the Retirement Plan, required immaterial cash contributions by the Company in 2025.






16

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
11.    Segment Information

The Company operates in two product segments: Oral, Personal and Home Care; and Pet Nutrition. 

The operations of the Oral, Personal and Home Care product segment are managed geographically in five reportable operating segments: North America, Latin America, Europe, Asia Pacific and Africa/Eurasia.

The Company evaluates segment performance based on several factors, including Operating profit. The Company uses Operating profit as a measure of operating segment performance because it excludes the impact of Corporate-driven decisions related to interest expense and income taxes. The Chairman of the Board, President and Chief Executive Officer has been determined to be the Company’s Chief Operating Decision Maker and he uses Operating Profit to assess performance and to allocate resources for each of the reportable operating segments in the budgeting and forecasting process. Asset information by segment is not utilized for purposes of assessing performance or allocating resources, and therefore such information has not been presented.

The accounting policies of the operating segments are generally the same as those described in Note 2, Summary of Significant Accounting Policies to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Intercompany sales have been eliminated. Corporate operations include costs related to stock options and restricted stock units, research and development costs, Corporate overhead costs, restructuring and related implementation charges and gains and losses on sales of non-core product lines and assets. The Company reports these items within Corporate operations as they relate to Corporate-based responsibilities and decisions and are not included in the internal measures of segment operating performance used by the Company to measure the underlying performance of the operating segments.

Approximately two-thirds of the Company’s Net sales are generated from markets outside the U.S., with approximately 45% of the Company’s Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe).
Corporate Operating profit (loss) for the nine months ended September 30, 2025 included a charge resulting from the ERISA litigation matter of $15 and acquisition-related costs of $9.
Corporate Operating profit (loss) for the three and nine months ended September 30, 2024 included charges resulting from the 2022 Global Productivity Initiative of $15 and $77, respectively.






















17

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The Company’s net sales, significant segment expenses and operating profit, by reportable segment were:
Three Months Ended September 30, 2025
Net salesCost of SalesSelling, general and administrative expenses
Other (income) expense, net (1)
Operating Profit
Reportable Segments
Oral, Personal and Home Care
North America$999 $398 $401 $10 $190 
Latin America1,178 541 303 (2)337 
Europe801 300 285 209 
Asia Pacific714 270 264 (8)188 
Africa/Eurasia297 118 106 68 
Total Oral, Personal and Home Care3,989 992 
Pet Nutrition1,142 457 427 255 
Reconciliation with Total Company Operating Profit
Corporate(189)
Total$5,131 $1,059 
Note: Table may not sum due to rounding.
(1) Other (income) expense, net primarily includes amortization of intangible assets and equity income.

Nine Months Ended September 30, 2025
Net salesCost of SalesSelling, general and administrative expenses
Other (income) expense, net (1)
Operating Profit
Reportable Segments
Oral, Personal and Home Care
North America$3,024 $1,178 $1,233 $33 $580 
Latin America3,528 1,555 936 (15)1,052 
Europe2,228 832 811 20 566 
Asia Pacific2,092 796 746 (22)573 
Africa/Eurasia863 339 323 12 190 
Total Oral, Personal and Home Care11,735 2,961 
Pet Nutrition3,417 1,356 1,280 778 
Reconciliation with Total Company Operating Profit
Corporate(523)
Total$15,152 $3,214 
Note: Table may not sum due to rounding.
(1) Other (income) expense, net primarily includes amortization of intangible assets and equity income.

18

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
Three months ended September 30, 2024
Net salesCost of SalesSelling, general and administrative expenses
Other (income) expense, net (1)
Operating Profit
Reportable Segments
Oral, Personal and Home Care
North America$1,004 $381 $409 $$206 
Latin America1,156 459 325 365 
Europe744 275 280 181 
Asia Pacific725 269 264 (8)199 
Africa/Eurasia278 109 99 65 
Total Oral, Personal and Home Care3,907 1,016 
Pet Nutrition1,126 463 406 (1)258 
Reconciliation with Total Company Operating Profit
Corporate(208)
Total$5,033 $1,065 
Note: Table may not sum due to rounding.
(1) Other (income) expense, net primarily includes amortization of intangible assets and equity income.

Nine Months Ended September 30, 2024
Net salesCost of SalesSelling, general and administrative expenses
Other (income) expense, net (1)
Operating Profit
Reportable Segments
Oral, Personal and Home Care
North America$3,076 $1,166 $1,254 $23 $633 
Latin America3,676 1,464 1,023 1,187 
Europe2,102 801 777 22 502 
Asia Pacific2,133 814 739 (21)602 
Africa/Eurasia827 319 301 12 195 
Total Oral, Personal and Home Care11,814 3,119 
Pet Nutrition3,342 1,404 1,239 691 
Reconciliation with Total Company Operating Profit
Corporate(605)
Total$15,156 $3,205 
Note: Table may not sum due to rounding.
(1) Other (income) expense, net primarily includes amortization of intangible assets and equity income.




19

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The Company’s Net sales of Oral, Personal and Home Care and Pet Nutrition products accounted for the following percentages of the Company’s Net sales:
Three Months EndedNine Months Ended
 September 30,September 30,
 2025202420252024
Net sales
Oral Care44 %44 %44 %43 %
Personal Care18 %18 %17 %18 %
Home Care16 %16 %16 %17 %
Pet Nutrition22 %22 %23 %22 %
Total Net sales100 %100 %100 %100 %

Capital expenditures and depreciation and amortization expense by segment were:
Three Months EndedNine Months Ended
 September 30,September 30,
 2025202420252024
Capital expenditures  
Oral, Personal and Home Care 
North America$18 $$48 $30 
Latin America46 34 96 80 
Europe18 13 38 33 
Asia Pacific17 22 49 41 
Africa/Eurasia
Total Oral, Personal and Home Care103 81 239 190 
Pet Nutrition21 24 64 108 
Corporate31 29 84 79 
Total Capital expenditures$155 $134 $387 $377 

Three Months EndedNine Months Ended
 September 30,September 30,
 2025202420252024
Depreciation and amortization  
Oral, Personal and Home Care 
North America$32 $30 $92 $93 
Latin America27 24 78 77 
Europe16 17 48 49 
Asia Pacific19 20 59 60 
Africa/Eurasia
Total Oral, Personal and Home Care97 93 284 285 
Pet Nutrition35 33 98 100 
Corporate26 24 75 72 
Total Depreciation and amortization$158 $150 $457 $457 
20

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
12. Fair Value Measurements and Financial Instruments

The Company uses available market information and other valuation methodologies in assessing the fair value of financial instruments. Judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, changes in assumptions or the estimation methodologies may affect the fair value estimates. The Company is exposed to the risk of credit loss in the event of nonperformance by counterparties to financial instrument contracts; however, nonperformance is considered unlikely and any nonperformance is unlikely to be material, as it is the Company’s policy to contract only with diverse, credit-worthy counterparties based upon both strong credit ratings and other credit considerations.

The Company is exposed to market risk from foreign currency exchange rates, interest rates and commodity price fluctuations. Volatility relating to these exposures is managed on a global basis by utilizing a number of techniques, including working capital management, sourcing strategies, selling price increases, selective borrowings in local currencies and entering into selective derivative instrument transactions, issued with standard features, in accordance with the Company’s treasury and risk management policies, which prohibit the use of derivatives for speculative purposes and leveraged derivatives for any purpose. The Company’s policy is to enter into derivative instrument contracts with terms that match the underlying exposure being hedged.

The Company’s derivative instruments include foreign currency contracts and commodity contracts. The Company utilizes foreign currency contracts, including forward and swap contracts, option contracts, local currency deposits and local currency borrowings to hedge portions of its foreign currency purchases, assets and liabilities arising in the normal course of business and the net investment in certain foreign subsidiaries. These contracts are valued using observable market rates (Level 2 valuation). Commodity futures contracts are utilized to hedge the purchases of raw materials used in production. These contracts are measured using quoted commodity exchange prices (Level 1 valuation). The duration of foreign currency and commodity contracts generally does not exceed 12 months.

The following table summarizes the fair value of the Company’s derivative instruments and other financial instruments which are carried at fair value in the Company’s Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:

 AssetsLiabilities
  
Account
Fair ValueAccountFair Value
Designated derivative instrumentsSeptember 30, 2025December 31, 2024 September 30, 2025December 31, 2024
Foreign currency contractsOther current assets$22 $33 Other accruals$30 $22 
Commodity contractsOther current assets— — Other accruals
Total designated$22 $33  $31 $23 
Other financial instruments     
Marketable securitiesOther current assets$193 $160    
Total other financial instruments$193 $160    
21

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The carrying amount of cash, cash equivalents, marketable securities, accounts receivable and short-term debt approximated fair value as of September 30, 2025 and December 31, 2024. The estimated fair value of the Company’s total debt as of September 30, 2025 and December 31, 2024, was $7,958 and $7,441, respectively, and the related carrying value was $8,419 and $7,949, respectively. In April 2025, the Company issued $500 of five-year Senior Notes at a fixed coupon rate of 4.20%. The estimated fair value of long-term debt was derived principally from quoted prices on the Company’s outstanding fixed-term notes (Level 2 valuation).

The following tables present the notional values as of:

 September 30, 2025
 Foreign Currency ContractsForeign Currency DebtCommodity Contracts 
Total
Fair Value Hedges $1,875 $— $— $1,875 
Cash Flow Hedges 1,094 — 16 1,110 
Net Investment Hedges465 4,302 — 4,767 

 December 31, 2024
 Foreign Currency ContractsForeign Currency DebtCommodity Contracts 
Total
Fair Value Hedges $1,669 $— $— $1,669 
Cash Flow Hedges 1,023 — 18 1,041 
Net Investment Hedges289 3,750 — 4,039 


The following table presents the location and amount of gain (loss) on fair value hedges recognized in the Company’s Condensed Consolidated Statements of Income for three and nine months ended September 30, 2025 and 2024:


Gain (Loss) Recognized in Income
Location of Gain (Loss) Recognized in IncomeThree Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Hedging instruments:
Foreign currency contractsSelling, general and administrative expenses$(19)$23 $110 $
Total gain (loss) on fair value hedges $(19)$23 $110 $


The amount of gain (loss) recognized in income and Accumulated Other Comprehensive Income (AOCI) associated with cash flow hedges did not have a material impact on the Company’s Condensed Consolidated Financial Statements during the three and nine months ended September 30, 2025 and 2024.









22

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The following table presents the amount of gain (loss) on net investment hedges recognized in the Company’s AOCI for the three and nine months ended September 30, 2025 and 2024:

Gain (Loss) Recognized in AOCI
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Hedging instruments:
Foreign currency contracts$(6)$(4)$(35)$20 
Foreign currency debt(10)(216)(525)(82)
Total gain (loss) on net investment hedges$(16)$(220)$(560)$(62)


13. Supplier Finance Program

The Company has agreements to provide supplier finance programs which facilitate participating suppliers’ ability to finance payment obligations of the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, elect to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The outstanding payment obligations under the Company’s supplier finance programs are included in Accounts Payable in the Condensed Consolidated Balance Sheets and were not material as of September 30, 2025 or December 31, 2024.

14. Income Taxes

The effective income tax rate was 22.8% for the third quarter of 2025 as compared to 21.3% for the third quarter of 2024. The quarterly provision for income taxes is determined based on the Company’s estimated full year effective income tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are separately recognized on a discrete basis in the income tax provision in the quarter in which they occur. The Company’s current estimate of its full year effective income tax rate before discrete period items is 23.3% as compared to 23.7% in the comparable period of 2024.

On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”), which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, many of which are generally not effective until 2026. The Company is currently evaluating the impact of the OBBBA, but does not expect it will have a material impact on its Consolidated Financial Statements.
In the third quarter of 2023, the Internal Revenue Service (the “IRS”) issued a notice giving taxpayers temporary relief from the effects of certain U.S. tax regulations that were issued in December 2021 which place greater restrictions on foreign taxes that are creditable against U.S. taxes on foreign source income. This notice allowed taxpayers to defer the application of these new regulations through the end of 2023. In December 2023, the IRS issued further guidance modifying this temporary relief period to the date that a notice or other guidance withdrawing or modifying the temporary relief is issued. The Company will recognize the impact, if any, in the period in which the temporary relief is withdrawn or modified.









23

COLGATE-PALMOLIVE COMPANY
 Notes to Condensed Consolidated Financial Statements (continued)
(Dollars in Millions Except Share and Per Share Amounts)
(Unaudited)
The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities and not fully sustained. All U.S. federal income tax returns through December 31, 2013 have been audited by the IRS and there are limited matters which the Company plans to appeal for years 2010 through 2013. One such matter relates to the IRS assessment of taxes on the Company by imputing income on certain activities within one of our international operations, which is also under audit for the years 2014 through 2018. There were U.S. Tax Court rulings during 2023 in favor of the IRS against two unrelated third parties on similar matters. In October 2025, in one of those cases, the relevant U.S. Court of Appeals reversed the U.S. Tax Court’s decision and ruled in favor of the taxpayer. The case involving the other third party is still pending. The Company continues to believe that the tax assessment against the Company is without merit. While there can be no assurances, the Company believes this matter will ultimately be decided in favor of the Company. The amount of tax plus interest for the years 2010 through 2018 is estimated to be approximately $162, which is not included in the Company’s uncertain tax positions. In May 2024, the IRS initiated an audit for the years 2019 through 2021.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted, which among other things, implements a 15% minimum tax on book income of certain large corporations effective for years beginning after December 31, 2022. Subsequent to enactment, the U.S. Treasury Department and IRS released proposed regulations relating principally to this 15% minimum tax. Based on the Company’s analysis, these proposed regulations have not had and, if finalized in their current form, are not expected to have an impact on the Company’s Consolidated Financial Statements. The IRS has recently announced its intent to partially withdraw and revise the proposed regulations. The Company will continue to evaluate any additional guidance and clarification that becomes available.

On December 15, 2022, the 27 member states of the European Union (“EU”) reached an agreement on a minimum level of taxation for certain large corporations to pay a minimum corporate tax rate of 15% in every jurisdiction in which they operate. This agreement, which is known as the Minimum Tax Directive (part of the “Pillar II Model Rules”), was supposed to be transposed into the laws of all EU member states by December 31, 2023. Most member states complied, while some were granted extensions of time. In addition, many other jurisdictions outside the EU have implemented a similar minimum tax regime consistent with the policy of the Pillar II Model Rules. Detailed regulations of these minimum tax regimes are still being considered in certain countries and, in some cases, enactment and timing is still uncertain. Based on current legislation and available guidance, apart from a significant additional compliance burden, Pillar II did not have a material impact on the Company’s Consolidated Financial Statements as of September 30, 2025 and the Company does not believe it will have a material impact going forward. However, as these rules and related regulations are revised and implemented, the Company will evaluate the impact, if any, on its Consolidated Financial Statements.
24

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Executive Overview

Business Organization

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or “Colgate-Palmolive”) is a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. We seek to deliver consistent compounded earnings per share growth to help drive superior total shareholder return, as well as to provide Colgate-Palmolive people with an innovative and inclusive work environment. We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our sustainability and social impact strategy across our organization.

We are tightly focused on two product segments: Oral, Personal and Home Care; and Pet Nutrition. Within these segments, we follow a closely defined business strategy to grow our key product categories and increase our overall market share. Within the categories in which we compete, we prioritize our efforts based on their capacity to maximize the use of the organization’s core competencies and strong global equities and to deliver sustainable, profitable long-term growth.

Operationally, we are organized along geographic lines with management teams having responsibility for the business and financial results in each region. We compete in more than 200 countries and territories worldwide with established businesses in all regions contributing to our sales and profitability. Approximately two-thirds of our Net sales are generated from markets outside the U.S., with approximately 45% of our Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe). This geographic diversity and balance help to reduce our exposure to business and other risks in any one country or part of the world.

The Oral, Personal and Home Care product segment is managed geographically in five reportable operating segments: North America, Latin America, Europe, Asia Pacific and Africa/Eurasia, all of which sell primarily to a variety of retailers, wholesalers, distributors, dentists and, in some geographies, skin health professionals. Through Hill’s Pet Nutrition, we also compete on a worldwide basis in the pet nutrition market, selling products principally through authorized pet supply retailers, veterinarians and eCommerce retailers. We also sell certain of our products direct-to-consumer. We are engaged in manufacturing and sourcing of products and materials on a global scale and have major manufacturing facilities, warehousing facilities and distribution centers in every region around the world.

On an ongoing basis, management focuses on a variety of key indicators to monitor business health and performance. These indicators include net sales (including volume, pricing and foreign exchange components), organic sales growth (net sales growth excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, and gross profit margin, selling, general and administrative expenses, operating profit, net income and earnings per share, in each case, on a GAAP and a non-GAAP basis, as well as measures used to optimize the management of working capital, capital expenditures, cash flow and return on capital. In addition, we review market share, household penetration and other data to assess how our brands are performing within their categories on a global and regional basis. The monitoring of these indicators and our Code of Conduct and corporate governance practices help to maintain business health and strong internal controls. For additional information regarding non-GAAP financial measures and the Company’s use of market share data and the limitations of such data, see “Non-GAAP Financial Measures” and “Market Share Information” below.















25

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Global Trade Relations

In 2025, the United States issued executive orders imposing tariffs on imports from various countries, including China. The effectiveness of some of the announced tariffs has been delayed, but some have taken effect, including some of the tariffs on goods imported from China. Certain of the announced tariffs are subject to litigation and/or are the subject of ongoing negotiation between the United States and various countries. In some cases, countries have responded to the United States’ tariffs by imposing reciprocal tariffs. The tariffs, to the extent they are in effect, have the effect of increasing the costs to manufacture and/or distribute certain of our products in certain geographies. This trade environment has contributed to inflationary pressures, geopolitical tensions, macroeconomic and market volatility and uncertainty for consumers. This will likely continue to impact the cost of and consumer demand for our products, including as a result of pricing actions we have taken and might have to take to mitigate increased costs. For additional information, see “Outlook” below.

The War in Ukraine

The war in Ukraine, and the related geopolitical tensions, have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our Consolidated Financial Statements. We have no manufacturing facilities in Russia. For the nine months ended September 30, 2025, our business in the Eurasia region constituted approximately 1% of our consolidated net sales and approximately 2% of our consolidated operating profit. We have experienced, and expect to continue to experience, risks related to the impact of the war in Ukraine, including increases in the costs and, in certain cases, limitations on the availability of certain raw and packaging materials and commodities (including oil and natural gas), supply chain and logistics challenges, import restrictions, foreign currency volatility and reputational concerns. We also have faced and continue to face challenges to our ability to repatriate cash from Russia and identify banking partners to support our Russian operations and we may face challenges to our ability to protect our assets in Russia. We also continue to monitor the impact of sanctions, export controls and import restrictions.

The Conflict in the Middle East

The conflict in the Middle East has not had a material impact on our Consolidated Financial Statements. Uncertainties and risks remain as to the conflict and its impact on geopolitical relations and stability in North Africa, the wider Middle East and nearby regions. The conflict has impacted and may continue to impact, among other things, supply chain and logistics, the availability and price of raw and packaging materials and commodities such as oil, consumer sentiment and consumption and category growth rates in the region and beyond.

For more information about factors that could impact our business, including with respect to global trade relations, the war in Ukraine and the conflict in the Middle East, refer to Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

Business Strategy

To achieve our business and financial objectives, we are focused on delivering consistent compounded earnings per share growth through driving organic sales growth and operational efficiencies and leveraging the strength of our balance sheet. We believe increased household penetration and improved brand health are the keys to consistent organic sales growth and aim to achieve these through science-led, core and premium innovation, pursuing higher-growth adjacent categories and segments and expanding in faster-growing channels and markets. We continue to prioritize our investments in high growth and high margin segments within our Oral Care, Personal Care and Pet Nutrition businesses. We also seek to lead in the development of human capital and to maximize the impact of our sustainability and social impact strategy. We are building and scaling our capabilities in areas such as innovation, digital, data, analytics and artificial intelligence, enabling us to be more responsive in today’s rapidly changing world. We continue to invest behind our brands, including through advertising, and to develop initiatives to build strong relationships with consumers, retailers and dental, veterinary and skin health professionals. We continue to believe that growth opportunities are greater in those areas of the world in which economic development and rising consumer incomes expand the size and number of markets for our products.





26

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

The investments needed to drive growth are supported through continuous, Company-wide initiatives to lower costs and increase effective asset utilization. Through these initiatives, which are referred to as our funding-the-growth initiatives, we seek to become even more effective and efficient throughout our businesses. These initiatives are designed to reduce costs associated with direct materials, indirect expenses, distribution and logistics and advertising and promotional materials, among other things, and encompass a wide range of projects, examples of which include raw material substitution, reduction of packaging materials, consolidating suppliers to leverage volumes and increasing manufacturing efficiency through SKU reductions and formulation simplification.

On July 31, 2025, the Company’s Board of Directors (the “Board”) approved a new three-year productivity program to drive future growth and support the Company’s 2030 strategy (the “Strategic Growth and Productivity Program”). The program includes initiatives to better align the Company’s organizational structure to support its strategic initiatives, optimize the Company’s global supply chain to drive agility and efficiencies and simplify and streamline its organizational structure to reduce overhead costs. The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, totaling between $200 and $300. It is estimated that substantially all charges resulting from the Strategic Growth and Productivity Program will be incurred by December 31, 2028. For more information regarding the Strategic Growth and Productivity Program, see “Restructuring and Related Implementation Charges” below.

Significant Items Impacting Comparability

On April 30, 2025, the Company acquired Care TopCo Pty Ltd, the owner of the Prime100 pet food business, for cash consideration of AU $471 (approximately $301). This acquisition provides the Company’s Hill’s Pet Nutrition segment with an entry into the fast-growing fresh pet food category in Australia. Refer to Note 4, Acquisitions to the Condensed Consolidated Financial Statements for additional information.

During the quarter ended March 31, 2025, the Company recorded a charge of $65 following a decision of the United States Court of Appeals for the Second Circuit affirming the ruling of the United States District Court for the Southern District of New York (the “District Court”) on certain calculation issues related to the District Court’s earlier grant of summary judgment to the plaintiffs in a lawsuit under the Employee Retirement Income Security Act, seeking the recalculation of benefits and other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”). The decision resulted in an increase in the obligations of the Retirement Plan. See Note 10, Contingencies to the Condensed Consolidated Financial Statements for additional information.

Our prior targeted productivity program, known as the “2022 Global Productivity Initiative,” concluded on December 31, 2024. The 2022 Global Productivity Initiative resulted in the reallocation of resources towards our strategic priorities and faster growth businesses, efficiencies in our operations and the streamlining of our supply chain to reduce structural costs. In the nine months ended September 30, 2024, we incurred pretax costs of $77 (aftertax costs of $67) resulting from the 2022 Global Productivity Initiative. See Note 5, Restructuring and Related Implementation Charges to the Condensed Consolidated Financial Statements for additional information.















27

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Outlook

Looking forward, we expect global macroeconomic, political and market conditions to remain challenging, including as a result of inflation, high interest rates, foreign currency volatility and developments in trade relations resulting from the imposition of (and the potential for additional) tariffs by the United States and other countries, contributing to uncertainty for consumers.

We expect recent developments in trade relations and the imposition of new and/or additional tariffs by the United States and other countries, including following the United States’ 2025 executive orders imposing tariffs on imports from various countries, including China, to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility and uncertainty for consumers. This will likely continue to impact the cost of and consumer demand for our products, including as a result of pricing actions we have taken and might have to take to mitigate increased costs. Based on our current analysis of the effects of the tariffs that have been announced and finalized as of October 29, 2025 (but not including tariffs that have been announced and delayed), we continue to estimate incremental gross costs of approximately $75 in 2025. We are following the dynamic situation closely and continue to evaluate the impact on our business, results of operations, cash flows and financial condition. While we have made and will continue to make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries, they have impacted and likely will continue to impact the cost and availability of raw and packaging materials and the price of and/or consumer demand for our products.

Tariffs (or the threat thereof), inflationary pressures, economic and geopolitical uncertainty and high interest rates have negatively impacted and may continue to negatively impact consumer sentiment, consumption or discretionary spending and/or change consumer purchasing patterns, as consumers forego purchasing certain of our products or switch to “private label” or to our lower-priced product offerings. Although we continue to devote significant resources to support our brands and market our products at multiple price points, these changes could reduce demand for and sales volumes of our categories and/or our products or result in a shift in our product mix from higher margin to lower margin product offerings. In light of this challenging environment, we see reduced category growth across our categories on a year-to-date basis, which we expect to continue in the near term.

Given that approximately two-thirds of our Net sales originate in markets outside the U.S., we have experienced and will likely continue to experience volatile foreign currency fluctuations, particularly in Argentina, Nigeria and Türkiye, which are considered hyper-inflationary economies.

We continue to experience higher raw and packaging material costs, including the impact of transactional foreign exchange. While we have taken, and will continue to take, measures to mitigate the effect of these conditions, such as our funding-the-growth and revenue growth management initiatives and the Strategic Growth and Productivity Program, in the current environment it may become increasingly difficult to implement certain of these mitigation strategies. Additionally, inflation has impacted the broader economy with consumers around the world facing widespread rising prices as well as high interest rates resulting from measures to address inflation. Should these conditions persist, they could adversely affect our future results.

While the global marketplace in which we operate has always been highly competitive, we continue to experience heightened competitive activity in certain markets from strong local competitors (including private label competitors), from other large multinational companies, some of which have greater resources than we do, and from new entrants into the market in many of our categories. Such activities have included more aggressive product claims and marketing challenges, as well as increased promotional spending and geographic expansion.









28

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

We have been negatively affected by changes in the policies and practices of our trade customers in key markets, such as inventory destocking, fulfillment requirements, technology-aided category pricing pressures, limitations on access to shelf space, delisting of our products and sustainability, supply chain and packaging standards or initiatives. In addition, the retail landscape in many of our markets continues to evolve as a result of the continued growth of eCommerce, changing consumer preferences (as consumers increasingly shop online, including to compare prices and product availability) and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses. We are building and scaling our capabilities in areas such as innovation, digital, data, analytics and artificial intelligence and investing behind higher growth businesses. The substantial growth in eCommerce and the emergence of alternative retail channels have created and may continue to create pricing pressures and/or adversely affect our relationships with our key retailers.

We continue to closely monitor the impact of geopolitical events and tensions, such as the war in Ukraine, the conflict in the Middle East, tensions between China and Taiwan and developments in trade relations, and the challenging market conditions discussed above, on our business and the related uncertainties and risks. While we have taken, and will continue to take, measures to mitigate the effects of these events and conditions, we cannot estimate with certainty the full extent of their impact on our business, results of operations, cash flows and/or financial condition. For more information about factors that could impact our business, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Looking forward, we believe our new 2030 business strategy and the Strategic Growth and Productivity Program, together with our strong financial condition, experience operating in challenging environments, resilient global supply chain and dedicated and diverse global team, position us well to meet the challenges ahead. Execution of our strategy, together with the Strategic Growth and Productivity Program, will help ensure that we have the capabilities and support we need to achieve our goals in the near term and deliver consistent compounded earnings per share growth over the long term through driving organic sales growth and operational efficiencies and leveraging the strength of our balance sheet. We believe increased household penetration and improved brand health are the keys to consistent organic sales growth and aim to achieve these through science-led, core and premium innovation, pursuing higher-growth adjacent categories and segments and expanding in faster-growing channels and markets. We also seek to lead in the development of human capital and to maximize our sustainability and social impact strategy. Our commitment to these priorities, the strength of our brands, the breadth of our global footprint and a commitment to profitability and driving efficiency in cash generation should position us well to manage through the challenges we face and increase shareholder value over time.
29

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Results of Operations

Three Months

Worldwide Net sales were $5,131 in the third quarter of 2025, up 2.0% from the third quarter of 2024, due to net selling price increases of 2.3% and positive foreign exchange of 1.2%, partially offset by volume declines of 1.5%. The Prime100 acquisition contributed 0.4% to volume. Organic sales (Net sales excluding the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial measure, increased 0.4% in the third quarter of 2025. A reconciliation of net sales growth to organic sales growth is provided under “Non-GAAP Financial Measures” below.

Net sales in the Oral, Personal and Home Care product segment were $3,989 in the third quarter of 2025, up 2.1% from the third quarter of 2024, due to net selling price increases of 2.1% and positive foreign exchange of 1.3%, partially offset by volume declines of 1.3%. Organic sales in the Oral, Personal and Home Care product segment increased 0.9% in the third quarter of 2025.

The Company’s share of the global toothpaste market was 41.2% on a year-to-date basis, down 0.5 share points from the year ago period, and its share of the global manual toothbrush market was 32.4% on a year-to-date basis, up 0.3 share points from the year ago period. Year-to-date market shares in toothpaste were up in Europe and down in North America, Latin America, Asia Pacific and Africa/Eurasia versus the comparable 2024 period. In the manual toothbrush category, year-to-date market shares were up in North America, Europe and Asia Pacific and down in Latin America and Africa/Eurasia versus the comparable 2024 period. For additional information regarding market shares, see “Market Share Information” below.

Net sales in the Hill’s Pet Nutrition segment were $1,142 in the third quarter of 2025, up 1.4% from the third quarter of 2024, due to net selling price increases of 2.9% and positive foreign exchange of 1.1%, partially offset by volume declines of 2.6%. The Prime100 acquisition contributed 1.6% to volume. Organic sales in the Hill’s Pet Nutrition segment decreased 1.3% in the third quarter of 2025, including a negative impact from lower private label pet volume (370 bps).
30

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Gross Profit/Margin

Worldwide Gross profit decreased to $3,049 in the third quarter of 2025 compared to $3,074 in the third quarter of 2024. Worldwide Gross profit in the third quarter of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Worldwide Gross profit decreased to $3,049 in the third quarter of 2025 compared to $3,083 in the third quarter of 2024, reflecting lower Gross profit margin of $96, partially offset by an increase of $62 resulting from higher Net sales.

Worldwide Gross profit margin decreased to 59.4% in the third quarter of 2025 from 61.1% in the third quarter of 2024. Excluding charges resulting from the 2022 Global Productivity Initiative in the third quarter of 2024, Gross profit margin decreased to 59.4% in the third quarter of 2025 from 61.3% in the third quarter of 2024. This decrease in Gross profit margin was due to significantly higher raw and packaging material costs (600 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (290 bps), higher pricing (90 bps) and favorable mix (30 bps).
Three Months Ended September 30,
20252024
Gross profit, GAAP$3,049 $3,074 
2022 Global Productivity Initiative— 
Gross profit, non-GAAP$3,049 $3,083 
Three Months Ended September 30,
20252024Basis Point Change
Gross profit margin, GAAP59.4 %61.1 %(170)
2022 Global Productivity Initiative— %0.2 %
Gross profit margin, non-GAAP59.4 %61.3 %(190)
31

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased to $1,971 in the third quarter of 2025 from $1,979 in the third quarter of 2024. Selling, general and administrative expenses in the third quarter of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Selling, general and administrative expenses decreased to $1,971 in the third quarter of 2025 from $1,976 in the third quarter of 2024, reflecting decreased advertising investment of $20, partially offset by higher overhead expenses of $15.

Selling, general and administrative expenses as a percentage of Net sales decreased by 90 bps to 38.4% in the third quarter of 2025 as compared to 39.3% in the third quarter of 2024. This decrease was due to decreased advertising investment (70 bps) and lower overhead expenses (20 bps), both as a percentage of Net sales. In the third quarter of 2025, advertising investment decreased as a percentage of Net sales to 13.1% from 13.8% in the third quarter of 2024, or 3% in absolute terms, to $674 as compared with $694 in the third quarter of 2024.
Three Months Ended September 30,
20252024
Selling, general and administrative expenses, GAAP$1,971 $1,979 
2022 Global Productivity Initiative
— (3)
Selling, general and administrative expenses, non-GAAP$1,971 $1,976 

Three Months Ended September 30,
20252024Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales38.4 %39.3 %(90)

Other (Income) Expense, Net
Other (income) expense, net was $19 and $30 in the third quarter of 2025 and 2024, respectively. Other (income) expense, net in the third quarter of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Other (income) expense, net was $27 in the third quarter of 2024.

Three Months Ended September 30,
20252024
Other (income) expense, net, GAAP$19 $30 
2022 Global Productivity Initiative
— (3)
Other (income) expense, net, non-GAAP$19 $27 

32

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Operating Profit

Operating profit decreased 1% to $1,059 in the third quarter of 2025 from $1,065 in the third quarter of 2024. Operating profit in the third quarter of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Operating profit decreased 2% in the third quarter of 2025 to $1,059 from $1,080 in the third quarter of 2024.

Operating profit margin was 20.6% in the third quarter of 2025, a decrease of 60 bps compared to 21.2% in the third quarter of 2024. Excluding charges resulting from the 2022 Global Productivity Initiative in the third quarter of 2024, Operating profit margin in the third quarter of 2025 decreased 90 bps to 20.6% from 21.5% in the third quarter of 2024. This decrease in Operating profit margin was primarily due to a decrease in Gross profit (190 bps), partially offset by a decrease in Selling, general and administrative expenses (90 bps), both as a percentage of Net sales.

Three Months Ended September 30,
20252024% Change
Operating profit, GAAP$1,059 $1,065 (1)%
2022 Global Productivity Initiative
— 15 
Operating profit, non-GAAP$1,059 $1,080 (2)%


Three Months Ended September 30,
20252024Basis Point Change
Operating profit margin, GAAP20.6 %21.2 %(60)
2022 Global Productivity Initiative
— %0.3 %
Operating profit margin, non-GAAP20.6 %21.5 %(90)

Non-Service Related Postretirement Costs

Non-service related postretirement costs were $21 in the third quarter of 2025 as compared to $23 in the third quarter of 2024.

Interest Expense    

Interest expense was $67 in the third quarter of 2025 as compared to $74 in the third quarter of 2024.

Interest Income

Interest income was $21 in the third quarter of 2025 as compared to $18 in the third quarter of 2024.












33

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Net Income Attributable to Colgate-Palmolive Company and Earnings Per Share

Net income attributable to Colgate-Palmolive Company in the third quarter of 2025 decreased to $735 from $737 in the third quarter of 2024, and Earnings per common share on a diluted basis increased to $0.91 per share in the third quarter of 2025 from $0.90 in the third quarter of 2024. Net Income attributable to Colgate-Palmolive Company in the third quarter of 2024 included charges resulting from the 2022 Global Productivity Initiative.

Excluding charges resulting from the 2022 Global Productivity Initiative in 2024, Net income attributable to Colgate-Palmolive Company in the third quarter of 2025 decreased 2% to $735 from $750 in the third quarter of 2024, and Earnings per common share on a diluted basis in the third quarter of 2025 was flat at $0.91 with the third quarter of 2024.

Three Months Ended September 30, 2025
Income Before Income Taxes
Provision For Income Taxes(1)
Net Income Including Noncontrolling InterestsLess: Income Attributable to Noncontrolling InterestsNet Income Attributable To Colgate-Palmolive Company
Diluted Earnings Per Share(2)
As Reported GAAP$992 $226 $766 $31 $735 $0.91 

Three Months Ended September 30, 2024
Income Before Income Taxes
Provision For Income Taxes(1)
Net Income Including Noncontrolling InterestsLess: Income Attributable to Noncontrolling InterestsNet Income Attributable To Colgate-Palmolive Company
Diluted Earnings Per Share(2)
As Reported GAAP$986 $210 $776 $39 $737 $0.90 
2022 Global Productivity Initiative
15 13 — 13 0.01 
Non-GAAP$1,001 $212 $789 $39 $750 $0.91 
(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.    
(2) The impact of non-GAAP adjustments on diluted earnings per share may not necessarily equal the difference between “GAAP” and “non-GAAP” as a result of rounding.
34

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Net Sales and Operating Profit by Segment

Oral, Personal and Home Care


North America
Three Months Ended September 30,
 20252024Change
Net sales$999 $1,004 (0.4)%
Operating profit$190 $206 (8)%
% of Net sales19.0 %20.5 %(150)bps
Net sales in North America decreased 0.4% in the third quarter of 2025 to $999, driven by volume declines of 0.5%, partially offset by net selling price increases of 0.1% and positive foreign exchange of 0.1%. Organic sales in North America decreased 0.5% in the third quarter of 2025.

The decrease in organic sales in North America in the third quarter of 2025 versus the third quarter of 2024 was due to decreases in Personal Care and Home Care organic sales, partially offset by an increase in Oral Care organic sales. The decrease in Personal Care was primarily due to an organic sales decline in the skin health category. The decrease in Home Care was primarily due to an organic sales decline in the hand dish category. The increase in Oral Care was primarily due to organic sales growth in the manual toothbrush category.

Operating profit in North America decreased 8% in the third quarter of 2025 to $190, or 150 bps to 19.0% as a percentage of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (190 bps), partially offset by a decrease in Selling, general and administrative expenses (60 bps), both as a percentage of Net sales. This decrease in Gross profit margin was primarily due to significantly higher raw and packaging material costs (430 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (240 bps). This decrease in Selling, general and administrative expenses was due to decreased advertising investment.


Latin America
Three Months Ended September 30,
 20252024Change
Net sales$1,178 $1,156 2.0 %
Operating profit$337 $365 (8)%
% of Net sales28.6 %31.6 %(300)bps
Net sales in Latin America increased 2.0% in the third quarter of 2025 to $1,178, driven by net selling price increases of 3.6% and positive foreign exchange of 0.3%, partially offset by volume declines of 1.9%. Organic sales in Latin America increased 1.7% in the third quarter of 2025. Organic sales growth was led by Mexico and Brazil.

The increase in organic sales in Latin America in the third quarter of 2025 versus the third quarter of 2024 was due to increases in Home Care, Oral Care and Personal Care organic sales. The increase in Home Care was primarily due to organic sales growth in the fabric softener and hand dish categories. The increase in Oral Care was primarily due to organic sales growth in the manual toothbrush category. The increase in Personal Care was primarily due to organic sales growth in the shampoo category.

35

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Operating profit in Latin America decreased 8% in the third quarter of 2025 to $337, or 300 bps to 28.6% as a percentage of Net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (620 bps), partially offset by a decrease in Selling, general and administrative expenses (250 bps), both as a percentage of Net sales. This decrease in Gross profit was primarily due to significantly higher raw and packaging material costs (1,070 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (320 bps) and higher pricing. This decrease in Selling, general and administrative expenses was due to decreased advertising investment (130 bps) and lower overhead expenses (110 bps).


Europe
 Three Months Ended September 30,
 20252024Change
Net sales$801 $744 7.6 %
Operating profit$209 $181 16 %
% of Net sales26.1 %24.3 %180 bps

Net sales in Europe increased 7.6% in the third quarter of 2025 to $801, driven by volume growth of 0.8%, net selling price increases of 0.4% and positive foreign exchange of 6.4%. Organic sales in Europe increased 1.2% in the third quarter of 2025. Organic sales growth was led by the United Kingdom.

The increase in organic sales in Europe in the third quarter of 2025 versus the third quarter of 2024 was primarily due to an increase in Oral Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste category.

Operating profit in Europe increased 16% in the third quarter of 2025 to $209, or 180 bps to 26.1% as a percentage of Net sales. This increase in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (40 bps), more than offset by a decrease in Selling, general and administrative expenses (200 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (340 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (250 bps), favorable mix (20 bps) and higher pricing. This decrease in Selling, general and administrative expenses was due to decreased advertising investment (100 bps) and lower overhead expenses (100 bps).


Asia Pacific
 Three Months Ended September 30,
 20252024Change
Net sales$714 $725 (1.5)%
Operating profit$188 $199 (6)%
% of Net sales26.2 %27.4 %(120)bps
Net sales in Asia Pacific decreased 1.5% in the third quarter of 2025 to $714, driven by volume declines of 3.5% and negative foreign exchange of 0.5%, partially offset by net selling price increases of 2.5%. Organic sales in Asia Pacific decreased 1.0% in the third quarter of 2025. The organic sales decline was driven by the Greater China region and India, partially offset by organic sales growth in the remaining Asia Pacific geographies.

The decrease in organic sales in Asia Pacific in the third quarter of 2025 versus the third quarter of 2024 was primarily due to a decrease in Oral Care organic sales, primarily in the toothpaste category.




36

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Operating profit in Asia Pacific decreased 6% in the third quarter of 2025 to $188, or 120 bps to 26.2% as a percentage of net sales. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (60 bps) and an increase in Selling, general and administrative expense (50 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material cost (490 bps), partially offset by savings from the Company’s funding-the-growth initiatives (330 bps), higher pricing and favorable mix (10 bps). This increase in Selling, general and administrative expenses was primarily due to higher overhead expenses (90 bps).

Africa/Eurasia
 Three Months Ended September 30,
 20252024Change
Net sales$297 $278 6.8 %
Operating profit$68 $65 %
% of Net sales23.0 %23.4 %(40)bps
Net sales in Africa/Eurasia increased 6.8% in the third quarter of 2025 to $297, driven by net selling price increases of 7.3% and positive foreign exchange of 0.6%, partially offset by volume declines of 1.1%. Organic sales in Africa/Eurasia increased 6.2% in the third quarter of 2025. Organic sales growth was led by Türkiye.

The increase in organic sales in Africa/Eurasia in the third quarter of 2025 versus the third quarter of 2024 was primarily due to an increase in Oral Care organic sales, primarily in the toothpaste category.

Operating profit in Africa/Eurasia increased 5% in the third quarter of 2025 to $68, while as a percentage of Net sales it decreased by 40 bps to 23.0%. This decrease in Operating profit as a percentage of Net sales was primarily due to a decrease in Gross profit (70 bps), partially offset by a decrease in Other (income) expense, net (40 bps), both as a percentage of Net sales. This decrease in Gross profit was due to significantly higher raw and packaging material costs (550 bps) and unfavorable mix (50 bps), partially offset by higher pricing and cost savings from the Company’s funding-the-growth initiatives (260 bps).


Hills Pet Nutrition
 Three Months Ended September 30,
 20252024Change
Net sales$1,142 $1,126 1.4 %
Operating profit$255 $258 (1)%
% of Net sales22.4 %22.9 %(50)bps
Net sales for Hill’s Pet Nutrition increased 1.4% in the third quarter of 2025 to $1,142, driven by net selling price increases of 2.9% and positive foreign exchange of 1.1%, partially offset by volume declines of 2.6%. The Prime100 acquisition contributed 1.6% to volume. Organic sales in Hill’s Pet Nutrition decreased 1.3% in the third quarter of 2025. The organic sales decline was driven by the United States due to the negative impact from lower private label volume (370 bps).

Operating profit in Hill’s Pet Nutrition decreased 1% in the third quarter of 2025 to $255, or 50 bps to 22.4% as a percentage of Net sales. This decrease in Operating profit as a percentage of Net sales was due to an increase in Gross profit (120 bps), more than offset by an increase in Selling, general and administrative expenses (130 bps) and an increase in Other (income) expense, net, (30 bps), all as a percentage of Net sales. This increase in Gross profit was due to cost savings from the Company’s funding-the-growth initiatives (320 bps), favorable mix (160 bps) and higher pricing, partially offset by significantly higher raw and packaging material costs (480 bps). This increase in Selling, general and administrative expenses was due to higher overhead expenses (110 bps) and increased advertising investment (30 bps).





37

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Corporate
 Three Months Ended September 30,
 20252024Change
Operating profit (loss)$(189)$(208)(9)%
Operating profit (loss) related to Corporate was $(189) in the third quarter of 2025 as compared to $(208) in the third quarter of 2024. In the third quarter of 2024, Corporate Operating profit (loss) included charges resulting from the 2022 Global Productivity Initiative of $15.

































38

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Nine months

Worldwide Net sales were $15,152 in the first nine months of 2025 as compared to $15,156 in the first nine months of 2024, due to volume declines of 0.5% and negative foreign exchange of 1.4%, offset by net selling price increases of 1.9%. The Prime100 acquisition contributed 0.2% to volume. Organic sales increased 1.2% in the first nine months of 2025.

Net sales in the Oral, Personal and Home Care product segment were $11,735 in the first nine months of 2025, a decrease of 0.7% as compared to the first nine months of 2024 due to volume declines of 0.4% and negative foreign exchange of 1.8%, partially offset by net selling price increases of 1.6%. Organic sales in the Oral, Personal and Home Care product segment increased 1.2% in the first nine months of 2025.

The increase in organic sales in the first nine months of 2025 versus the first nine months of 2024 was due to an increase in Oral Care organic sales, partially offset by a decrease in Personal Care organic sales. The increase in Oral Care was primarily due to organic sales growth in the toothpaste and manual toothbrush categories. The decrease in Personal Care was primarily due to organic sales declines in the skin health and bar soap categories.

Net sales in the Hill’s Pet Nutrition segment were $3,417 in the first nine months of 2025, an increase of 2.2% from the first nine months of 2024 due to net selling price increases of 3.0% and positive foreign exchange of 0.2%, partially offset by volume declines of 0.9%. The Prime100 acquisition contributed 0.9% to volume. Organic sales in the Hill’s Pet Nutrition segment increased 1.2% in the first nine months of 2025, despite a negative impact from lower private label pet volume (300 bps).


39

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Net Sales and Operating Profit by Segment

Net sales and Operating profit by segment were as follows:

Nine Months Ended September 30,
20252024
Net sales  
Oral, Personal and Home Care  
North America$3,024 $3,076 
Latin America3,528 3,676 
Europe2,228 2,102 
Asia Pacific2,092 2,133 
Africa/Eurasia863 827 
Total Oral, Personal and Home Care11,735 11,814 
Pet Nutrition3,417 3,342 
Total Net sales$15,152 $15,156 
Operating profit
Oral, Personal and Home Care
North America$580 $633 
Latin America1,052 1,187 
Europe566 502 
Asia Pacific573 602 
Africa/Eurasia190 195 
Total Oral, Personal and Home Care2,961 3,119 
Pet Nutrition778 691 
Corporate(523)(605)
Total Operating profit$3,214 $3,205 
Note: Table may not sum due to rounding.


















40

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Net sales and Organic sales change by division were as follows:
For the Nine Months Ended September 30, 2025 vs. 2024
Oral, Personal and Home CareNet SalesOrganic Sales
As Reported Volume(1)
PricingForeign Exchange
North America(1.7)%(1.5)%(1.1)%(0.4)%(0.2)%
Latin America(4.0)%3.0%0.5%2.6%(7.1)%
Europe6.0%2.8%1.2%1.6%3.2%
Asia Pacific(1.9)%(1.4)%(2.9)%1.5%(0.6)%
Africa/Eurasia4.4%5.2%0.3%4.9%(0.8)%
Total Oral, Personal and Home Care(0.7)%1.2%(0.4)%1.6%(1.8)%
Pet Nutrition2.2%1.2%(0.9)%3.0%0.2%
Total Company—%1.2%(0.5)%1.9%(1.4)%
Note: Table may not sum due to rounding.
(1) The impact of the acquisition of the Prime100 pet food business on as reported volume was 0.9% and 0.2% for Pet Nutrition and Total Company, respectively.
In the first nine months of 2025, Operating profit (loss) related to Corporate was $(523) as compared to $(605) in the first nine months of 2024. Corporate Operating profit (loss) for the first nine months of 2025 included a charge resulting from the ERISA litigation matter of $15 and acquisition-related costs of $9. Corporate Operating profit (loss) for the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative of $77.
Gross Profit/Margin
Worldwide Gross profit decreased to $9,105 in the first nine months of 2025 from $9,179 in the first nine months of 2024. Worldwide Gross profit in the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges, Worldwide Gross profit decreased to $9,105 in the first nine months of 2025 from $9,198 in the first nine months of 2024, primarily reflecting lower Gross profit margin of $91.

Worldwide Gross profit margin decreased to 60.1% in the first nine months of 2025 from 60.6% in the first nine months of 2024. Excluding charges resulting from the 2022 Global Productivity Initiative in the first nine months of 2024, Gross profit margin decreased to 60.1% in the first nine months of 2025 from 60.7% in the first nine months of 2024, due to significantly higher raw and packaging material costs (420 bps), partially offset by cost savings from the Company’s funding-the-growth initiatives (250 bps), higher pricing (70 bps) and favorable mix (30 bps).
Nine Months Ended September 30,
20252024
Gross profit, GAAP$9,105 $9,179 
2022 Global Productivity Initiative— 19 
Gross profit, non-GAAP$9,105 $9,198 
Nine Months Ended September 30,
20252024Basis Point Change
Gross profit margin, GAAP60.1 %60.6 %(50)
2022 Global Productivity Initiative— %0.1 %
Gross profit margin, non-GAAP60.1 %60.7 %(60)
41

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Selling, General and Administrative Expenses

Selling, general and administrative expenses were flat at $5,833 in the first nine months of 2025 and 2024. Selling, general and administrative expenses in the first nine months of 2025 included a charge resulting from the ERISA litigation matter. Selling, general and administrative expenses in the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these charges in both periods, as applicable, Selling, general and administrative expenses decreased to $5,817 in the first nine months of 2025 from $5,829 in the first nine months of 2024, reflecting decreased advertising investment of $52, partially offset by higher overhead expenses of $40.

Selling, general and administrative expenses as a percentage of Net sales was flat at 38.5% in the first nine months of 2025 versus the first nine months of 2024. Excluding charges in both periods, as applicable, Selling, general and administrative expenses as a percentage of Net sales decreased to 38.4% in the first nine months of 2025 from 38.5% in the first nine months of 2024. This decrease was due to decreased advertising investment (40 bps), partially offset by higher overhead expenses (30 bps). In the first nine months of 2025, advertising investment decreased as a percentage of Net sales to 13.3% from 13.7% in the first nine months of 2024, or 3% in absolute terms, to $2,020 as compared to $2,072 in the first nine months of 2024.
Nine Months Ended September 30,
20252024
Selling, general and administrative expenses, GAAP$5,833 $5,833 
ERISA litigation matter(15)— 
2022 Global Productivity Initiative— (4)
Selling, general and administrative expenses, non-GAAP$5,817 $5,829 
Note: Table may not sum due to rounding.

Nine Months Ended September 30,
20252024Basis Point Change
Selling, general and administrative expenses as a percentage of Net sales, GAAP38.5 %38.5 %— 
ERISA litigation matter(0.1)%— %
Selling, general and administrative expenses as a percentage of Net sales, non GAAP38.4 %38.5 %(10)








42

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Other (Income) Expense, Net

Other (income) expense, net was $58 and $141 in the first nine months of 2025 and 2024, respectively. Other (income) expense, net in the first nine months of 2025 included acquisition-related costs. Other (income) expense, net in the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these items in both periods as applicable, Other (income) expense, net was $48 in the first nine months of 2025 and $87 in the first nine months of 2024.

Nine Months Ended September 30,
20252024
Other (income) expense, net, GAAP$58 $141 
Acquisition-related costs(9)— 
2022 Global Productivity Initiative— (54)
Other (income) expense, net, non-GAAP$48 $87 
Note: Table may not sum due to rounding.
Operating Profit

Operating profit increased to $3,214 in the first nine months of 2025 from $3,205 in the first nine months of 2024. Operating profit in the first nine months of 2025 included a charge resulting from the ERISA litigation matter and acquisition-related costs. Operating profit in the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative. Excluding these items in both periods as applicable, Operating profit decreased to $3,240 in the first nine months of 2025 from $3,282 in the first nine months of 2024, primarily due to a decrease in Gross profit, partially offset by a decrease in Other (income) expense, net.

Operating profit margin was 21.2% in the first nine months of 2025, an increase of 10 bps compared to 21.1% in the first nine months of 2024. Excluding the items described above in both periods, as applicable, Operating profit margin was 21.4% in the first nine months of 2025, a decrease of 30 bps compared to 21.7% in the first nine months of 2024, due to a decrease in Gross profit (60 bps), partially offset by a decrease in Other (income) expense, net (30 bps), both as a percentage of Net sales.

Nine Months Ended September 30,
20252024% Change
Operating profit, GAAP$3,214 $3,205 — %
ERISA litigation matter15 — 
Acquisition-related costs— 
2022 Global Productivity Initiative— 77 
Operating profit, non-GAAP$3,240 $3,282 (1)%
Note: Table may not sum due to rounding.
Nine Months Ended September 30,
20252024Basis Point Change
Operating profit margin, GAAP21.2 %21.1 %10 
ERISA litigation matter0.1 %— %
Acquisition-related costs0.1 %— %
2022 Global Productivity Initiative— %0.6 %
Operating profit margin, non-GAAP21.4 %21.7 %(30)

43

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Non-Service Related Postretirement Costs

Non-service related postretirement costs were $116 and $67 in the first nine months of 2025 and 2024, respectively. Non-service related postretirement costs in the first nine months of 2025 included a charge resulting from the ERISA litigation matter. Excluding this charge, Non-service related postretirement costs were $66 in the first nine months of 2025 and $67 in the first nine months of 2024.
Nine Months Ended September 30,
20252024
Non-service related postretirement costs, GAAP$116 $67 
ERISA litigation matter(50)— 
Non-service related postretirement costs, non-GAAP$66 $67 
Interest Expense    

Interest expense was $203 and $226 in the first nine months of 2025 and 2024, respectively.
Interest Income

Interest income was $56 and $51 in the first nine months of 2025 and 2024, respectively.

Income Taxes

The effective income tax rate was 22.8% for the third quarter of 2025 as compared to 21.3% for the third quarter of 2024. As reflected in the table below, the non-GAAP effective income tax rate was 22.8% for the third quarter of 2025 as compared to 21.2% for the third quarter of 2024.

The effective income tax rate was 23.2% for the first nine months of 2025 as compared to 23.4% for the first nine months of 2024. As reflected in the table below, the non-GAAP effective income tax rate was 23.2% for the first nine months of 2025 as compared to 23.1% for the first nine months of 2024.

The quarterly provision for income taxes is determined based on the Companys estimated full year effective income tax rate adjusted by the amount of tax attributable to infrequent or unusual items that are separately recognized on a discrete basis in the income tax provision in the quarter in which they occur. The Companys current estimate of its full year effective income tax rate before discrete period items is 23.3% as compared to 23.7% in the comparable period of 2024.
On July 4, 2025, new U.S. tax legislation was signed into law (known as the “One Big Beautiful Bill Act” or “OBBBA”) which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, many of which are generally not effective until 2026. The Company is currently evaluating the impact of the OBBBA, but does not expect it will have a material impact on its Consolidated Financial Statements.
In the third quarter of 2023, the Internal Revenue Service (the “IRS”) issued a notice giving taxpayers temporary relief from the effects of certain U.S. tax regulations that were issued in December 2021 which place greater restrictions on foreign taxes that are creditable against U.S. taxes on foreign source income. This notice allowed taxpayers to defer the application of these new regulations through the end of 2023. In December 2023, the IRS issued further guidance modifying this temporary relief period to the date that a notice or other guidance withdrawing or modifying the temporary relief is issued. The Company will recognize the impact, if any, in the period in which the temporary relief is withdrawn or modified.


44

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted, which among other things, implements a 15% minimum tax on book income of certain large corporations effective for years beginning after December 31, 2022. Subsequent to enactment, the U.S. Treasury Department and the IRS released proposed regulations relating principally to this 15% minimum tax. Based on the Company’s analysis, these proposed regulations have not had and, if finalized in their current form, are not expected to have an impact on the Company’s Consolidated Financial Statements. The IRS has recently announced its intent to partially withdraw and revise the proposed regulations. The Company will continue to evaluate any additional guidance and clarification that becomes available.
On December 15, 2022, the 27 member states of the European Union (“EU”) reached an agreement on a minimum level of taxation for certain large corporations to pay a minimum corporate tax rate of 15% in every jurisdiction in which they operate. This agreement, which is known as the Minimum Tax Directive (part of the “Pillar II Model Rules”), was supposed to be transposed into the laws of all EU member states by December 31, 2023. Most member states complied, while some were granted extensions of time. In addition, many other jurisdictions outside the EU have implemented a similar minimum tax regime consistent with the policy of the Pillar II Model Rules. Detailed regulations of these minimum tax regimes are still being considered in certain countries and, in some cases, enactment and timing is still uncertain. Based on current legislation and available guidance, apart from a significant additional compliance burden, Pillar II did not have a material impact on the Company’s Consolidated Financial Statements as of September 30, 2025 and the Company does not believe it will have a material impact going forward. However, as these rules and related regulations are revised and implemented, the Company will evaluate the impact, if any, on its Consolidated Financial Statements.
The Company has ongoing federal, state and international income tax audits in various jurisdictions and evaluates uncertain tax positions that may be challenged by local tax authorities and not fully sustained. All U.S. federal income tax returns through December 31, 2013 have been audited by the IRS and there are limited matters which the Company plans to appeal for years 2010 through 2013. One such matter relates to the IRS assessment of taxes on the Company by imputing income on certain activities within one of our international operations, which is also under audit for the years 2014 through 2018. There were U.S. Tax Court rulings during 2023 in favor of the IRS against two unrelated third parties on similar matters. In October 2025, in one of those cases, the relevant U.S. Court of Appeals reversed the U.S. Tax Court’s decision and ruled in favor of the taxpayer. The case involving the other third party is still pending. The Company continues to believe that the tax assessment against the Company is without merit. While there can be no assurances, the Company believes this matter will ultimately be decided in favor of the Company. The amount of tax plus interest for the years 2010 through 2018 is estimated to be approximately $162, which is not included in the Company’s uncertain tax positions. In May 2024, the IRS initiated an audit for the years 2019 through 2021.

Three Months Ended September 30,
20252024
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
As Reported GAAP$992 $226 22.8 %$986 $210 21.3 %
2022 Global Productivity Initiative— — — 15 (0.1)%
Non-GAAP$992 $226 22.8 %$1,001 $212 21.2 %



45

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Nine Months Ended September 30,
20252024
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
Income Before Income Taxes
Provision For Income Taxes(1)
Effective Income Tax Rate(2)
As Reported GAAP$2,951 $685 23.2 %$2,963 $693 23.4 %
ERISA litigation matter65 12 — — — — 
Acquisition-related costs— — — — 
2022 Global Productivity Initiative— — — 77 10 (0.3)%
Non-GAAP$3,027 $702 23.2 %$3,040 $703 23.1 %
(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
(2) The impact of non-GAAP items on the Company’s effective tax rate represents the difference in the effective tax rate calculated with and without the non-GAAP adjustment on Income before income taxes and Provision for income taxes.


Net Income Attributable to Colgate-Palmolive Company and Earnings Per Share

Net income attributable to Colgate-Palmolive Company in the first nine months of 2025 increased to $2,169 from $2,150 in the comparable 2024 period. Earnings per common share on a diluted basis increased to $2.67 in the first nine months of 2025 from $2.61 in the comparable 2024 period. Net income attributable to Colgate-Palmolive Company in the first nine months of 2025 included a charge resulting from the ERISA litigation matter and acquisition-related costs. Net income attributable to Colgate-Palmolive Company in the first nine months of 2024 included charges resulting from the 2022 Global Productivity Initiative.

Excluding the items described above in both periods as applicable, Net income attributable to Colgate-Palmolive Company in the first nine months of 2025 increased to $2,228 from $2,217 in the first nine months of 2024, and Earnings per common share on a diluted basis increased 2% to $2.74 in the first nine months of 2025 from $2.69 in the first nine months of 2024.

Nine Months Ended September 30, 2025
Income Before Income Taxes
Provision For Income Taxes(1)
Net Income Including Noncontrolling InterestsLess: Income Attributable to Noncontrolling InterestsNet Income Attributable To Colgate-Palmolive Company
Diluted Earnings Per Share(2)
As Reported GAAP$2,951 $685 $2,266 $97 $2,169 $2.67 
ERISA litigation matter65 12 53 — 53 0.06 
Acquisition-related costs— 0.01 
Non-GAAP$3,027 $702 $2,325 $97 $2,228 $2.74 

46

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Nine Months Ended September 30, 2024
Income Before Income Taxes
Provision For Income Taxes(1)
Net Income Including Noncontrolling InterestsLess: Income Attributable to Noncontrolling InterestsNet Income Attributable To Colgate-Palmolive Company
Diluted Earnings Per Share(2)
As Reported GAAP$2,963 $693 $2,270 $120 $2,150 $2.61 
2022 Global Productivity Initiative77 10 67 — 67 0.08 
Non-GAAP$3,040 $703 $2,337 $120 $2,217 $2.69 
(1) The income tax effect on non-GAAP items is calculated based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying non-GAAP adjustment.
(2) The impact of non-GAAP adjustments on diluted earnings per share may not necessarily equal the difference between “GAAP” and “non-GAAP” as a result of rounding.

47

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Restructuring and Related Implementation Charges
    
Strategic Growth and Productivity Program

On July 31, 2025, the Board approved the Strategic Growth and Productivity Program. The program includes initiatives to better align the Company’s organizational structure to support its strategic initiatives, optimize the Company’s global supply chain to drive agility and efficiencies and simplify and streamline its organizational structure to reduce overhead costs.

The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, totaling between $200 and $300, which is currently estimated to be comprised of the following: employee-related costs, including severance and other termination benefits (65% to 75%) and asset-related costs and other charges (25% to 35%), which include accelerated depreciation, asset write-downs, contract termination and other exit costs. It is estimated that approximately 75% to 85% of the charges will result in cash expenditures and substantially all charges resulting from the program will be incurred by December 31, 2028.

It is estimated that the cumulative pretax charges, once all projects are approved and implemented, will relate to initiatives undertaken in North America (15% to 20%), Latin America (15% to 20%), Europe (10% to 15%), Asia Pacific (10% to 15%), Africa/Eurasia (5% to 10%), Hill’s Pet Nutrition (10% to 15%) and Corporate (10% to 15%).

There were no charges resulting from the Strategic Growth and Productivity Program for the three months ended September 30, 2025.











48

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q discusses certain financial measures on both a GAAP and a non-GAAP basis. The Company uses the non-GAAP financial measures described below internally in its budgeting process, to evaluate segment and overall operating performance and as a factor in determining compensation. The Company believes that these non-GAAP financial measures are useful in evaluating the Company’s underlying business performance and trends; however, this information should be considered as supplemental in nature and is not meant to be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similar measures presented by other companies.

Net sales growth (GAAP) and organic sales growth (Net sales growth excluding the impact of foreign exchange, acquisitions and divestments) (non-GAAP) are discussed in this Quarterly Report on Form 10-Q. Management believes the organic sales growth measure provides investors and analysts with useful supplemental information regarding the Company’s underlying sales trends by presenting sales growth excluding the external factor of foreign exchange, as well as the impact of acquisitions and divestments, as applicable. A reconciliation of organic sales growth to Net sales growth for the three and nine months ended September 30, 2025 is provided below.

Gross profit, Gross profit margin, Selling, general and administrative expenses, Selling, general and administrative expenses as a percentage of Net sales, Other (income) expense, net, Operating profit, Operating profit margin, Non-service related postretirement costs, Effective income tax rate, Net income attributable to Colgate-Palmolive Company and Earnings per share on a diluted basis are discussed in this Quarterly Report on Form 10-Q both on a GAAP basis and excluding, as applicable, charges resulting from the ERISA litigation matter and the 2022 Global Productivity Initiative and acquisition-related costs. These non-GAAP financial measures exclude items that, either by their nature or amount, management would not expect to occur as part of the Company’s normal business on a regular basis, such as restructuring charges, charges for certain litigation and tax matters, acquisition-related costs, gains and losses from certain divestitures and certain other unusual, non-recurring items. Investors and analysts use these financial measures in assessing the Company’s business performance, and management believes that presenting these financial measures on a non-GAAP basis provides them with useful supplemental information to enhance their understanding of the Company’s underlying business performance and trends. These non-GAAP financial measures also enhance the ability to compare period-to-period financial results. A reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measures for the three and nine months ended September 30, 2025 and 2024 is presented within the applicable section of Results of Operations.

The following tables provide a quantitative reconciliation of Net sales growth to organic sales growth for the three and nine months ended September 30, 2025:
Three Months Ended September 30, 2025Net Sales Growth
(GAAP)
Foreign
Exchange
Impact
Acquisitions and Divestments
Impact
Organic
Sales Growth
(Non-GAAP)
Oral, Personal and Home Care    
North America(0.4)%0.1%—%(0.5)%
Latin America2.0%0.3%—%1.7%
Europe7.6%6.4%—%1.2%
Asia Pacific(1.5)%(0.5)%—%(1.0)%
Africa/Eurasia6.8%0.6%—%6.2%
Total Oral, Personal and Home Care2.1%1.3%—%0.9%
Pet Nutrition1.4%1.1%1.6%(1.3)%
Total Company2.0%1.2%0.4%0.4%
Note: Table may not sum due to rounding.



49

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Nine Months Ended September 30, 2025Net Sales Growth
(GAAP)
Foreign
Exchange
Impact
Acquisitions and Divestments
Impact
Organic
Sales Growth
(Non-GAAP)
Oral, Personal and Home Care    
North America(1.7)%(0.2)%—%(1.5)%
Latin America(4.0)%(7.1)%—%3.0%
Europe6.0%3.2%—%2.8%
Asia Pacific(1.9)%(0.6)%—%(1.4)%
Africa/Eurasia4.4%(0.8)%—%5.2%
Total Oral, Personal and Home Care(0.7)%(1.8)%—%1.2%
Pet Nutrition2.2%0.2%0.9%1.2%
Total Company—%(1.4)%0.2%1.2%
Note: Table may not sum due to rounding.



50

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Liquidity and Capital Resources

The Company expects cash flow from operations and debt issuances will be sufficient to meet foreseeable business operating and recurring cash needs (including for debt service, dividends, capital expenditures, share repurchases and acquisitions). The Company believes its strong cash generation and financial position should continue to allow it broad access to global credit and capital markets.

Cash Flow

Net cash provided by operations decreased 3% to $2,745 in the first nine months of 2025, compared to $2,838 in the first nine months of 2024, primarily due to changes in working capital. The Company’s working capital was (4.0%) as a percentage of Net sales as of September 30, 2025 as compared to (3.6%) as of September 30, 2024. The Company defines working capital as the difference between current assets (excluding Cash and cash equivalents and marketable securities, the latter of which is reported in Other current assets) and current liabilities (excluding short-term debt).

Investing activities used $714 of cash in the first nine months of 2025, compared to $454 in the first nine months of 2024. Investing activities in the first nine months of 2025 included the Company’s acquisition of Care TopCo Pty Ltd, the owner of the Prime100 pet food business, as discussed in Note 4, Acquisitions to the Condensed Consolidated Financial Statements.

Capital expenditures were $387 in the first nine months of 2025, compared to $377 in the first nine months of 2024. Capital expenditures for 2025 are expected to be approximately 3.0% of Net sales. The Company continues to focus its capital spending on projects that are expected to yield high aftertax returns. 

Financing activities used $1,895 of cash during the first nine months of 2025, compared to $2,110 used in the first nine months of 2024. The decrease in cash used for financing activities was primarily due to proceeds from the issuance of debt in the first nine months of 2025 and lower share repurchases compared with the comparable period of 2024. This was partially offset by lower proceeds from the exercise of stock options compared with the comparable period of 2024.

Total debt increased to $8,419 as of September 30, 2025, as compared to $7,949 as of December 31, 2024. During the first quarter of 2024, the Company redeemed at maturity $500 of ten-year Medium-Term Notes with a fixed coupon of 3.25%. During the second quarter of 2025, the Company redeemed at maturity $130 of 30-year Medium-Term Notes with a fixed coupon of 7.60%. During the third quarter of 2025, the Company redeemed at maturity $500 of three-year Senior Notes with a fixed coupon of 3.10%. These redemptions were financed with commercial paper borrowings.

In April 2025, the Company issued $500 of five-year Senior Notes at a fixed coupon rate of 4.20%. The Company’s debt issuances support the Company’s capital structure objectives of funding its business and growth initiatives while minimizing its risk-adjusted cost of capital.

Domestic and foreign commercial paper outstanding was $1,289 and $936 as of September 30, 2025 and December 31, 2024, respectively. The average daily balances outstanding for commercial paper in the first nine months of 2025 and 2024 were $1,733 and $1,754, respectively. The Company classifies commercial paper and certain long-term debt that is subject to a put option as long-term debt when it has the intent and ability to refinance such obligations on a long-term basis, including, if necessary, by utilizing its available lines of credit.

Certain of the agreements with respect to the Company’s bank borrowings contain financial and other covenants as well as cross-default provisions. Noncompliance with these requirements could ultimately result in the acceleration of amounts owed. The Company is in full compliance with all such requirements and believes the likelihood of noncompliance is remote. Refer to Note 5, Long Term Debt and Credit Facilities to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further information about the Company’s long-term debt and credit facilities.

In the first quarter of 2025, the Company increased the quarterly common stock dividend to $0.52 per share from $0.50 per share previously, effective in the second quarter of 2025.


51

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Cash and cash equivalents increased $183 during the first nine months of 2025 to $1,279 at September 30, 2025, compared to $1,096 at December 31, 2024, the majority of which ($1,256 and $1,059, respectively) was held by the Company’s foreign subsidiaries.

For additional information regarding liquidity and capital resources, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Intangible Assets

As of the date of the annual goodwill and indefinite-lived impairment test, the fair value of the skin health reporting unit and one of the Company’s indefinite-lived trademark intangible assets exceeded their carrying values by less than 20%.

Given the inherent uncertainties of estimating the future cash flows, the impact of interest rates and inflation on macroeconomic conditions, actual results may differ from management’s current estimates which could potentially result in impairment charges in future periods.
52

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Market Share Information

Management uses market share information as a key indicator to monitor business health and performance. References to market share in this Quarterly Report on Form 10-Q are based on a combination of consumption and market share data provided by third-party vendors, primarily Nielsen, and internal estimates. All market share references represent the percentage of the dollar value of sales of our products, relative to all product sales in the category in the countries in which the Company competes and purchases data (excluding Venezuela from all periods).

Market share data is subject to limitations on the availability of up-to-date information. In particular, market share data is currently not generally available for certain retail channels, such as eCommerce or certain discounters. The Company measures year-to-date market shares from January 1 of the relevant year through the most recent period for which market share data is available, which typically reflects a lag time of one or two months. The Company believes that the third-party vendors we use to provide data are reliable, but we have not verified the accuracy or completeness of the data or any assumptions underlying the data. In addition, market share information calculated by the Company may be different from market share information calculated by other companies due to differences in category definitions, the use of data from different countries, internal estimates and other factors.

Cautionary Statement on Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases that set forth anticipated results based on management’s current plans and assumptions. Such statements may relate, for example, to sales or volume growth, net selling price increases, organic sales growth, profit or profit margin levels, earnings per share levels, financial goals, category growth rates, the impact of foreign exchange, the impact of tariffs, the impact of geopolitical conflicts and tensions, such as the war in Ukraine, the conflict in the Middle East, tensions between China and Taiwan and global trade relations, cost reduction plans (including the Strategic Growth and Productivity Program), tax rates, interest rates, new product introductions, digital capabilities, commercial investment levels, acquisitions, divestitures, share repurchases or legal or tax proceedings, among other matters. These statements are made, except as otherwise noted with respect to tariffs, on the basis of the Company’s views and assumptions as of October 31, 2025 and the Company undertakes no obligation to update these statements whether as a result of new information, future events or otherwise, except as required by law or by the rules and regulations of the SEC. Moreover, the Company does not nor does any other person assume responsibility for the accuracy and completeness of these statements. The Company cautions investors that any such forward-looking statements are not guarantees of future performance and that actual events or results may differ materially from these statements. Actual events or results may differ materially because of factors that affect international businesses and global economic conditions, as well as matters specific to the Company and the markets it serves, including the uncertain macroeconomic and political environment in different countries, including as a result of inflation and high interest rates, and their effect on consumer sentiment and spending, foreign currency rate fluctuations, exchange controls, import restrictions, tariffs, sanctions, price or profit controls, labor relations, changes in foreign or domestic laws or regulations or their interpretation, political and fiscal developments, including changes in trade, tax and immigration policies, increased competition and evolving competitive practices, the ability to operate and respond effectively during a pandemic, epidemic or widespread public health concern, the ability to manage disruptions in our global supply chain and/or key office facilities, the ability to manage the availability and cost of raw and packaging materials and logistics costs, the ability to maintain or increase selling prices as needed, changes in the policies of retail trade customers, the emergence of alternative retail channels, the growth of eCommerce and the rapidly changing retail landscape, the ability to develop innovative new products and successfully adopt new technologies (such as artificial intelligence), the ability to continue lowering costs and operate in an agile manner, the ability to maintain the security of our information and operational technology systems from a cybersecurity incident or data breach, the ability to address the effects of climate change and achieve our sustainability and social impact goals, the ability to complete acquisitions and divestitures as planned, the ability to successfully integrate acquired businesses, the ability to attract and retain key employees, the uncertainty of the outcome of legal proceedings, whether or not the Company believes they have merit, and the ability to address uncertain or unfavorable global economic conditions, including inflation, disruptions in the credit markets and tax matters. For information about these and other factors that could impact the Company’s business and cause actual results to differ materially from forward-looking statements, refer to the Company’s filings with the SEC (including, but not limited to, the information set forth under the captions “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC).
53

COLGATE-PALMOLIVE COMPANY
Management’s Discussion and Analysis of Financial
Condition and Results of Operations
(Dollars in Millions Except Per Share Amounts)

Quantitative and Qualitative Disclosures about Market Risk

There is no material change in the information reported under Part II, Item 7, “Managing Foreign Currency, Interest Rate, Commodity Price and Credit Risk Exposure” contained in our Annual Report on Form 10-K for the year ended December 31, 2024.

54


COLGATE-PALMOLIVE COMPANY

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, under the supervision and with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2025 (the “Evaluation”). Based upon the Evaluation, the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) are effective.

Changes in Internal Control Over Financial Reporting

The Company is in the process of upgrading its enterprise IT system and transitioning its enterprise IT infrastructure to the cloud. This change has not had and is not expected to have a material impact on the Company’s internal controls over financial reporting.

Except as noted above, there were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

55


COLGATE-PALMOLIVE COMPANY

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

For information regarding legal matters, refer to Note 10, Contingencies to the Condensed Consolidated Financial Statements contained in Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A.    Risk Factors

There have been no material changes from the risk factors disclosed in “Risk Factors” in Part 1, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.



56


COLGATE-PALMOLIVE COMPANY

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    

On March 20, 2025, the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program (the “2025 Program”), which replaced a previously authorized share repurchase program. The Board also has authorized share repurchases on an ongoing basis to fulfill certain requirements of the Company’s compensation and benefit programs. The shares are repurchased from time to time in open market or privately negotiated transactions at the Company’s discretion, subject to market conditions, customary blackout periods and other factors.

The following table shows the stock repurchase activity for the three months in the quarter ended September 30, 2025:
Month
Total Number of Shares Purchased(1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3)
(in millions)
July 1 through 31, 2025753,391 $88.37 749,935 $4,678 
August 1 through 31, 20251,141,904 $84.65 1,140,400 $4,581 
September 1 through 30, 20251,512,826 $82.40 1,162,524 $4,485 
Total3,408,121 $84.47 3,052,859  


(1) Includes share repurchases under the 2025 Program and those associated with certain employee elections under the Company’s compensation and benefit programs.
(2) The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is 355,262 shares, which represents shares deemed surrendered to the Company to satisfy certain employee elections under the Company’s compensation and benefit programs.
(3) Includes approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of September 30, 2025.

57


COLGATE-PALMOLIVE COMPANY

Item 3.    Defaults Upon Senior Securities

None.


Item 4.    Mine Safety Disclosures

Not Applicable.


Item 5.    Other Information

(c) Trading Plans

No director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, during the three months ended September 30, 2025.
58


COLGATE-PALMOLIVE COMPANY


Item 6.    Exhibits
Exhibit No. Description
10-A
10-B
31-A 
   
31-B 
   
32 
   
101 
The following materials from Colgate-Palmolive Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity; and (vi) Notes to Condensed Consolidated Financial Statements.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

__________
* Indicates a management contract or compensatory plan.

** Filed herewith.

*** Furnished herewith.

59


COLGATE-PALMOLIVE COMPANY
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 COLGATE-PALMOLIVE COMPANY
 (Registrant)
  
 Principal Executive Officer:
  
October 31, 2025/s/ Noel Wallace
 Noel Wallace
 Chairman of the Board, President and
Chief Executive Officer
  
 Principal Financial Officer:
  
October 31, 2025/s/ Stanley J. Sutula III
 Stanley J. Sutula III
 Chief Financial Officer
  
 Principal Accounting Officer:
  
October 31, 2025/s/ Gregory O. Malcolm
 Gregory O. Malcolm
 Executive Vice President, Controller
60

EXHIBIT 10-A

COLGATE-PALMOLIVE COMPANY

2019 INCENTIVE COMPENSATION PLAN

NONQUALIFIED OPTION NOTICE OF GRANT

[Participant Name]
Colgate-Palmolive Company
[Grant Date]

You have been granted an award consisting of the following Options in accordance with the attached Nonqualified Option Award Agreement (the “Agreement”):

Grant Date:
Number of Options Granted:
Option Exercise Price:

Vesting Dates: Subject to the terms and conditions of the Agreement, the Options will vest in equal installments as follows:

    The first 1/3 installment of the RSUs will vest on ________ ___, 20___
    The second 1/3 installment of the RSUs will vest on ________ ___, 20___
The last 1/3 installment of the RSUs will vest on ________ ___, 20___

Expiration Date: ________ ___, 20___

This award is made under the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “Plan”), and is subject to the terms, conditions, limitations and restrictions contained in or established pursuant to the Plan, the Agreement, all requirements of applicable law and, if applicable, the Colgate-Palmolive Company Clawback Policy. Capitalized terms used in this Notice of Grant that are not defined in this Notice of Grant have the meanings as used or defined in the Agreement.

Copies of the Plan, the Agreement and the Company’s Prospectus relating to the Plan are available via Merrill’s Benefits Online at www.benefits.ml.com, or if you prefer to receive a paper copy, they are available from the Company at 300 Park Avenue, New York, New York 10022, Attention: Mr. Marty Collins, EVP, Global Total Rewards and HR Operations.

ATTACHMENT: Nonqualified Option Award Agreement










COLGATE-PALMOLIVE COMPANY
2019 INCENTIVE COMPENSATION PLAN

NONQUALIFIED OPTION AWARD AGREEMENT

THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), effective as of the Grant Date indicated on the Nonqualified Option Notice of Grant delivered with this Agreement (the “Notice of Grant”), is made and entered into by and between Colgate-Palmolive Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).

Capitalized terms used and not otherwise defined in this Agreement will have the meanings set forth in the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “Plan”).

A.Terms and Conditions Applicable to Nonqualified Options.
1.Grant. The Company grants to you, on the terms and conditions set forth in this Agreement, the right and option to purchase the number of Shares indicated on the Notice of Grant at the exercise price per share indicated on the Notice of Grant (the “Option Exercise Price”), which was the Fair Market Value of a Share on the Grant Date. The right to purchase each such Share is referred to in this Agreement as an “Option.” All Options granted hereunder will be “Nonqualified Options” as defined in the Plan. Your rights to the Options are subject to this Agreement (including the Notice of Grant) and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other terms and conditions, if any, as may be imposed by law.
2.Vesting and Exercisability. The number of Options specified in the Notice of Grant will vest on each vesting date indicated on the Notice of Grant (the “Vesting Date”). Except as provided in Section A.4 below, the Options will vest only if you remain continuously employed by the Company or an Affiliate through each Vesting Date. Only vested Options may be exercised. The specified number of Options will be exercisable from the applicable Vesting Date through the expiration date set forth in the Notice of Grant (the “Expiration Date”), unless earlier terminated pursuant to the Plan or this Agreement. Once vested and exercisable, and until the Expiration Date or early termination, all or any portion of the Options may be exercised from time to time and at any time under procedures and policies that the Company establishes from time to time.
3.Exercise Procedure. The Options must be exercised by executing and delivering to the Company or the Company’s appointed third-party Plan administrator, either directly or through an online internet transaction, a notice of exercise or by complying with such other procedures and policies as the Company or its appointed third-party Plan administrator may establish for notifying the Company. No Shares will be delivered pursuant to the exercise of the Options unless you have complied with your obligations under this Agreement and the Plan. Payment may be made by certified or bank check or wire transfer or, in the Company’s discretion, (i) by exchanging Shares you own (which are not subject to any pledge or other security interest); (ii) to the extent permitted by applicable law and subject to rules as established by the Company and its appointed third-party Plan administrator, by using Shares subject to the Options (a broker-assisted cashless exercise); (iii) by having the Company or its appointed third-party Plan administrator withhold Shares from the Shares otherwise deliverable upon the exercise of the Options; or (iv) by such other instrument or method as the Company may accept. The Options must be exercised by the close of the New York Stock Exchange on the last business day prior to the Expiration Date. If the Options have not been exercised by 4:00 pm (Eastern Time) on the last business day prior to the



Expiration Date, the Company will have the right to exercise the Options on your behalf and to deliver the resulting Shares, net of the Option Exercise Price and any applicable withholding taxes, to your limited brokerage account at the Company’s appointed third-party Plan administrator or, if you do not have such an account, to a shareholder account in your name with the Company’s transfer agent.

4.Effect of Termination of Employment. The effect of a Termination of Employment on the Options is set forth in the Guidelines Regarding the Effect of Termination of Employment on Awards under the Plan adopted by the Committee on September 13, 2023, as such guidelines may be amended by the Committee from time to time. In addition, you are required to comply with the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.
B.Prohibited Conduct. In consideration of the grant by the Company of the Options and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.
C.Additional Terms and Conditions.
1.Change in Control; Adjustment for Change in Common Stock. The treatment of the Options in the event of a Change in Control, a Corporate Transaction or a Share Change will be governed by the Plan.

2.International Appendix. If you work or reside outside the United States, the Options will be subject to the general non-United States terms and conditions and the special terms and conditions of your country set forth in the attached International Appendix and, to the extent there is any conflict between this Agreement and the International Appendix, the International Appendix will control. Moreover, if you relocate from the United States to one of the countries included in the International Appendix or you move between countries included in the International Appendix, the general non-United States terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable. The International Appendix is part of this Agreement.

3.Notices. Any notice to be given to the Company under this Agreement will be addressed to the Chief Legal Officer and Secretary at the Company’s principal executive offices, and any notice to be given to you will be addressed to you at the address on file with the Company and/or the Company’s appointed third-party Plan administrator. Either the Company or you may designate a different address by written notice to the other. Written notice to said addresses will be effective to bind the Company and you and your representatives and beneficiaries. Any notice required or permitted hereunder will be (a) given in writing and will be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address referenced herein, or (b) delivered electronically (including any notices delivered by a third-party) and will be deemed effectively given upon such delivery.

4.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, beneficiaries, executors, administrators, representatives, successors and assigns.


1



5.No Contract of Employment; Agreement’s Survival. Nothing contained in this Agreement will affect the right of the Company or an Affiliate to terminate your employment at any time, with or without Cause, or will be deemed to create any rights to employment on your part. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company or an Affiliate and you, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and you. To the extent there is a conflict between this Agreement and such an employment contract as it relates to the Options awarded hereunder, the terms of this Agreement will govern and take priority. This Agreement will survive the termination of your employment for any reason.

6.Amendment; Waiver. The terms and conditions of this Agreement may be amended unilaterally by the Company, provided, however, that (a) no such amendment will be adverse to you without your written consent (except (i) as provided in Section A.4 above or (ii) to the extent the Company reasonably determines that such amendment is necessary or appropriate to comply with applicable law, including the provisions of Code Section 409A, stock exchange rules or accounting rules); and (b) the amendment must be permitted under the Plan. The Company’s failure to insist upon strict compliance with any provision of this Agreement or failure to exercise, or any delay in exercising, any right, power or remedy under this Agreement will not be deemed to be a waiver of such provision or any such right, power or remedy which the Board, the Committee or the Company has under this Agreement.
7.Severability or Reform by Court. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties will be relieved of their respective obligations arising under such provision only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement will be deemed amended by modifying such provision to the fullest extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. If any provision of this Agreement is declared or found to be illegal, unenforceable or void to any extent, the validity or enforceability of the remaining provisions of this Agreement will not be affected.

8.Compliance with Law. The Plan, the granting and vesting of the Options, and any obligations of the Company under the Plan, will be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed. The Company, in its discretion, may postpone the vesting or exercise of the Options, the issuance or delivery of Shares under this Award or any other action permitted under the Plan to enable the Company to complete any required action under any federal, state or foreign country law, rule or regulation. The Company may require that you make such representations and agreements and furnish such information as the Company deems appropriate to assure compliance with or exemption from the requirements of any securities exchange, any foreign, federal, state or local law, any governmental regulatory body, or any other applicable legal requirement, and Shares will not be issued unless and until you make such representations and agreements and furnish such information as the Company deems appropriate. The Company will not be obligated by virtue of any provision of the Plan to recognize the vesting or exercise of the Options or to otherwise sell or issue Shares in violation of any such laws, rules or regulations. Neither the Company nor its directors or officers will have any obligation or liability to you caused by any postponement of the vesting or exercise of the Options (or Shares issuable thereunder).

2



9.No Rights as Shareholder. Except as set forth in the Plan, neither you nor any person claiming under or through you will be, or will have any of the rights or privileges of, a holder of Shares with respect to the Options unless and until such Options are exercised and Shares are actually delivered to you.

10.Right of Set-Off. In addition to the rights of the Company set forth in Paragraph 6 of Annex A, you agree, if the Company in its reasonable judgment determines that you owe the Company and/or any Affiliate any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to the Company pursuant to the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and if you have not satisfied such obligation(s), then the Company may, to the extent permitted by applicable law (including without limitation Code Section 409A) instruct the Plan administrator to withhold and/or sell Shares acquired by you upon exercise of your Options, or the Company may deduct funds equal to the amount of such obligation from other funds due to you from the Company or an Affiliate.
11.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan, including this Agreement, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or its appointed third-party Plan administrator. The Agreement if delivered by electronic means with electronic signatures will be treated in all manner and respects as an original executed document and will be considered to have the same binding legal effect as if it were the original signed versions thereof delivered in person.
12.Data Privacy. By accepting the Options, you explicitly and unambiguously consent to the collection, use, transfer, holding, storage and disclosure in electronic or other form, of your personal data as described in this Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Company and its Affiliates (collectively referred to in this Data Privacy section as the “Company”) and certain third party service providers including, but not limited to, Plan brokers, financial advisers and legal counsel, engaged by the Company (collectively, the “Providers”) for the purpose of implementing, administering and managing the Plan and complying with applicable laws, regulations and legislation.

You understand that the Data which may be collected, used, transferred, held, stored or disclosed by the Company and the Providers consists of certain Data about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding. The Data may also include information relating to your health (for example, where your employment terminates due to death or Disability). You further understand that such collection, use, transfer, holding, storage or disclosure of the Data may be necessary for the purpose of implementing, administering and managing the Plan and complying with applicable laws, regulations and legislation. You understand that the Company or the Providers may be located in the United States or elsewhere, and that the laws of the country in which the Company and the Providers collect, use, transfer, hold, store or disclose the Data may have different legal protections for the Data than your country. However, regardless of the location of the Data, the Company protects the Data through reasonable physical, technical and administrative safeguards and requires that the Providers also have such safeguards in place.
3



You understand that you may, at any time, request a copy of your Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative in writing. You understand that refusing or withdrawing your consent may affect your ability to participate in the Plan as more fully described below.
You understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with your employer will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant Options or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.
13.Governing Law; Choice of Venue. This Agreement will be governed, construed and enforced in accordance with the laws of the State of Delaware and the United States, as applicable, without giving effect to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in a federal or state court located in Delaware, and you and the Company each agree to submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

14.Plan Incorporated. You accept the Options hereby granted subject to all the provisions of the Plan, which are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby. In the event of a conflict between this Agreement and the Plan, the Plan will prevail.





















4



IN WITNESS WHEREOF, this Agreement has been executed as of the Grant Date.



COLGATE-PALMOLIVE COMPANY

    image_01.jpg

_______________________________________
Authorized Signature




Using the Merrill Benefits Online system or other available means, you must accept the above Options in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that you have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. If you do not do so within 180 days of the Grant Date indicated on the Notice of Grant ([Date]), then you will not be able to exercise the Options and the Options will be forfeited.
5



Annex A

Prohibited Conduct

1.Defined Terms.
2.Affiliate” means a corporation or other entity (i) controlled by, controlling or under common control with, the Company (including, without limitation, a corporation or other entity in which the Company has a 50% or more ownership interest) or (ii) designated by the Committee from time to time as such for purposes of the Plan.
3.Covered Products” means any product, composition, formulation, process, machine or service of any person or organization (other than the Company or an Affiliate) in existence, being researched or under development that competes with, or is intended to compete with, a product, composition, formulation, process, machine or service being researched or under development, produced, distributed, marketed, sold or licensed by the Company or an Affiliate (i) related to any aspect of any one or more of the Company’s or an Affiliate’s lines of business on which you have worked or provided services during the Relevant Period, or (ii) for which you have obtained, been provided or had access to confidential, proprietary and/or trade secret information of the Company or an Affiliate.
4.Prohibited Geography” means any country, geography, territory, region or division with respect to which you have worked, provided services or had a material presence or influence for the Company or an Affiliate in any capacity.
5.Relevant Period” means the 24-month period immediately prior to the termination of your employment with the Company or an Affiliate for any reason.
6.Restricted Time” means the period during which you are employed by the Company or an Affiliate plus the 12-month period immediately following the termination of your employment with the Company or an Affiliate for any reason.
7.Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this Annex A are collectively referred to as the “Restrictive Covenants.
8.Non-Compete
1.During the Restricted Time, you will not, without the prior written consent of the Company’s Chief Human Resources Officer or Chief Legal Officer, either directly or indirectly, for yourself or on behalf of or in conjunction with any other person, partnership, corporation or other entity, serve as a director, officer, employee, consultant, contractor or advisor of, provide services or advice in any capacity to, or acquire or hold any ownership interest in an entity that manufactures, markets, sells, develops, distributes or produces Covered Products in the Prohibited Geography, subject to applicable law. Notwithstanding the foregoing, you will not be considered to be in violation of this covenant solely by reason of owning, directly or indirectly, up to 5% in the aggregate of any class of securities of any corporation, partnership or other entity.


Annex A-1



ii.In the event of a termination of your employment with the Company or an Affiliate, you agree to disclose to your Human Resources Representative in writing, at least fourteen (14) days prior to your anticipated last day of employment with the Company or Affiliate, as applicable, the name of any new employer or other entity for whom you will be providing services or advice in any capacity and the scope of your role with that employer or other entity in order to allow the Company a reasonable period of time to determine whether that role is in breach of the Restrictive Covenants.  You further agree that during the Restricted Time, you will provide notice to the Company as set forth in this subparagraph and pursuant to the Notices provision of Section C.3 of this Agreement, of any new employer or other new entity for whom you will be providing services or advice in any capacity, or new role with any employer or other entity, at least fourteen (14) days prior to assuming that new role to allow the Company a reasonable period of time to determine whether that role is in breach of the Restrictive Covenants.
b.Non-Interference.

i.With respect to Covered Products, during the Restricted Time, except on behalf of the Company or an Affiliate, you will not solicit or sell to (or attempt to solicit or sell to) any customer or prospective customer, or any supplier, licensee or other business relation of the Company or an Affiliate (each, a “Restricted Third Party”) (a) for which, during your employment with the Company or an Affiliate, you, directly or indirectly, engaged or had responsibility on behalf of the Company or an Affiliate during the Relevant Period, or (b) for which you have obtained, been provided, or had access to confidential information of the Restricted Third Party, or (c) for which you have obtained, been provided or had access to Confidential Information (as such term is defined in Paragraph 3 below) pertaining to the Restricted Third Party.

ii.In addition, during the Restricted Time, you will not induce (or attempt to induce) any Restricted Third Party to cease or diminish doing business with the Company or an Affiliate or in any way interfere with the relationship between any Restricted Third Party and the Company or an Affiliate.

iii.For purposes of this Paragraph 2(b), a “prospective customer” of the Company or an Affiliate is a person or entity with whom the Company or an Affiliate was engaged in communications or negotiations to provide services with respect to Covered Products or to sell Covered Products during the Relevant Period.

c.Employee Non-Solicitation.  During the Restricted Time, you will not in any way, including through another person acting on your recommendation, suggestion, identification or advice:
i.Solicit, employ or retain any person who is employed by the Company or an Affiliate; or

ii.Otherwise induce or attempt to induce (A) any such person to terminate his or her employment with the Company or an Affiliate or to accept any position with any other person or entity, or (B) any prospective employee not to establish an employment relationship with the Company or an Affiliate.


Annex A-2



iii.For purposes of this Paragraph 2(c), a “prospective employee” is a person who was in communications or negotiations to become an employee of the Company or an Affiliate during the Relevant Period.
9.Confidential Information.

a.During the term of your employment and thereafter, you will hold in strictest confidence, and not use, except for the benefit of the Company and/or its Affiliates, or disclose to any person or entity without written authorization of an officer of the Company, any “Confidential Information,” except under a non-disclosure agreement duly authorized and executed by the Company.

b.“Confidential Information” includes nonpublic information pertaining to the Company and/or its Affiliates’ including, but not limited to, its and/or their strategic plans, advertising and marketing plans, sales plans, formulae, processes, methods, machines, ideas, concepts, new product developments, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research, technology research and development, budgets, profit and loss data, raw material costs, identity of suppliers, customer lists, customer information, improvements, inventions, personnel information (including information regarding other employees’ skills, performance, discipline and compensation), financial or business information and data, and associations with other organizations that the Company has not previously made public. “Confidential Information” also includes any third party’s information received by the Company and/or its Affiliates subject to an obligation, understanding or business practice of confidentiality, including information subject to confidentiality obligations under applicable law or contract.

c.“Confidential Information” does not include (i) information that can be shown by written evidence to be in the public domain at the time of disclosure by you or that is publicized or otherwise becomes part of the public domain through no fault of your own or the wrongdoing of a third party; or (ii) information that has become publicly known and made generally available through no act of yours or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. In the event that you do not know whether specific information is regarded as Confidential Information hereunder, you will inquire from the Company and obtain the Company’s input thereon before treating the information as something other than Confidential Information.

d.You are hereby notified that under the U.S. Defend Trade Secrets Act of 2016: (1) no individual will be held criminally or civilly liable under U.S. federal or state trade secret law for the disclosure of a trade secret (as defined in the U.S. Economic Espionage Act) that: (A) is made in confidence to a U.S. federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court or arbitration proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by order in that proceeding.

e.Nothing in this Agreement is intended to or shall preclude you from: (i) providing truthful testimony on any non-privileged subject matter in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law; (ii) reporting, without any prior authorization from, or notification to, the Company, any good faith allegation

Annex A-3



of unlawful employment practices, criminal conduct or possible violations of law or regulation to any appropriate federal, state, or local governmental or regulatory agency, entity or official(s), including but not limited to the U.S. Securities and Exchange Commission, the U.S. National Labor Relations Board, the U.S. Equal Employment Opportunity Commission, or any analogous state or local government agencies (collectively, “Governmental Authorities”), or making other disclosures that are protected under the whistleblower provisions of applicable federal, state, or local law or regulation; (iii) participating in any investigation or proceeding by any Governmental Authority; and (iv) discussing workplace issues including wages or other terms and conditions of employment or otherwise exercising your rights under Section 7 of the U.S. National Labor Relations Act.
10.Return of Company Property. You agree that upon termination of your employment, you will promptly return to the Company all of its property, including, but not limited to, car stock, computers, personal digital assistants (“PDAs”), tablets, cell phones, files, documents, identification cards, credit cards, keys, equipment, software and data, however stored. To the extent you have any Company material or information stored on any PDA or other personal computer, tablet, cell phone, cloud, email, thumb or hard drive or other personal device, you agree to permanently delete such material and information, subject to any litigation preservation directive that may be applicable to you.

11.Reasonableness of Provisions. You agree that: (a) the terms and provisions of this Agreement (including Annex A) are reasonable; (b) the consideration provided by the Company under this Agreement is not illusory; (c) the Restrictive Covenants are necessary and reasonable for the protection of the legitimate business interests, Confidential Information and goodwill of the Company and its Affiliates; and (d) the consideration given by the Company under this Agreement gives rise to the Company’s interest in the Restrictive Covenants set forth in this Annex A.

12.Repayment and Forfeiture. You specifically recognize and affirm that each of the Restrictive Covenants is a material and important term of this Agreement which has induced the Company to provide for the award of the Options granted hereunder. You further agree that in the event that the Company determines that you have breached or attempted or threatened to breach any of the Restrictive Covenants, in addition to any other remedies and monetary damages (which may not be ascertainable) at law or in equity the Company may have available to it, (including but not limited to the equitable relief described below in Paragraph 7), the Company may in its sole discretion: (a) cancel any (i) unvested Options granted hereunder, including Options that would otherwise have vested upon Retirement and (ii) vested but unexercised Options granted hereunder; and (b) require you to pay to the Company the Proceeds (as defined below) of any Options that were exercised at any time during the Look Back Period (as defined below). You will pay to the Company the Proceeds in cash upon demand, and the Company will be entitled to set-off against any amount due to you from the Company or an Affiliate, including but not limited to any bonus payments, the amount of any such Proceeds, to the extent that such set-off is not inconsistent with Code Section 409A or other applicable law. For purposes of this Paragraph 6, the term “Proceeds” means the difference between the Option Exercise Price and the greater of (x) the Fair Market Value of the Shares on the date of exercise or (y) the amount realized upon the disposition of the underlying Shares.  For avoidance of doubt, the amount of Proceeds shall be determined without regard to any taxes or amounts that may be deducted with respect to the exercise, sale or other disposition of the Option and/or the sale of the underlying Shares. The “Look Back Period” means the longer of the following two periods: (i) the 12-month period immediately preceding the date on which the Company becomes aware of a breach or attempted or threatened breach of any of the Restrictive Covenants; or (ii) the six-month period immediately prior to the date of the termination of your employment with the Company or an Affiliate through the date on which the Company became aware of the breach or

Annex A-4



attempted or threatened breach, provided the date on which the Company becomes aware of the breach or attempted or threatened breach is no later than 12 months after the date of termination.

13.Equitable Relief. You acknowledge that the services you provide to the Company and/or its Affiliate(s) are of a unique nature and that it would be difficult to replace such services.  You also acknowledge that a breach of any of the Restrictive Covenants contained in this Agreement may cause irreparable damage to the Company and its Affiliate(s), the exact amount of which would be difficult to ascertain, and that any remedies, including the repayment and forfeiture remedies set forth in Paragraph 6 of this Annex A and any remedies permissible under law, for any such breach or threatened breach would be inadequate.  Accordingly, in the event the Company determines that you have breached or attempted or threatened to breach any of the Restrictive Covenants, in addition to any other remedies at law or in equity the Company may have available to it, it is agreed that the Company will be entitled to institute and prosecute proceedings in any court, tribunal or arbitrator of competent jurisdiction for specific performance,  a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach.

14.Extension of Restrictive Period. You agree that the Restricted Time will be extended by any time during which you are in violation of any of the Restrictive Covenants.

15.Acknowledgments. You and the Company agree that it is our mutual intent to enter into a valid and enforceable agreement. You and the Company acknowledge the reasonableness of the Restrictive Covenants, including the reasonableness of the geographic area, duration as to time and scope of activity restrained. You further acknowledge that your skills are such that you can be gainfully employed in noncompetitive employment and that the agreement not to compete will not prevent you from earning a living. You acknowledge that the remedies set forth in this Agreement are not the exclusive remedies and the Company may avail itself of other remedies at law or in equity in the event you breach any of the Restrictive Covenants.

16.Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Agreement, and the existence of any claim or cause of action you bring against the Company or an Affiliate, whether predicated upon this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

17.Notification of Subsequent Employer. You agree that the Company and/or Affiliate may notify any person or entity hiring or engaging you, or considering hiring or engaging you, to serve as a director, officer, employee, consultant, contractor or advisor, or to provide services or advice in any capacity, of the existence and provisions of this Agreement.

18.THE SCOPE OF THE RESTRICTIVE COVENANTS IN PARAGRAPH 2 OF THIS ANNEX A ARE SUBJECT TO THE SEVERABILITY OR REFORM BY COURT PROVISIONS SET FORTH IN SECTION C.7 OF THE AGREEMENT.  TO THE EXTENT PERMISSIBLE, THE SCOPE OF THESE RESTRICTIONS SHOULD BE SUBJECT TO REFORMULATION BY A COURT OF COMPETENT JURISDICTION IN ORDER TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE COMPANY AND ITS AFFILIATES TO THE FULLEST EXTENT PERMITTED BY LAW.  PARAGRAPH 2 OF THIS ANNEX A IS SEVERABLE AND WILL NOT APPLY TO, AND WILL

Annex A-5



NOT BE ENFORCED BY THE COMPANY WITH RESPECT TO, POST–TERMINATION ACTIVITY IN ANY JURISDICTION IN WHICH THIS PROHIBITION IS NOT ENFORCEABLE UNDER APPLICABLE LAW.

Annex A-6


EXHIBIT 10-B

COLGATE-PALMOLIVE COMPANY

2019 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT

NOTICE OF GRANT


[Participant Name]
Colgate-Palmolive Company
[Grant Date]

You have been granted an award consisting of the following Restricted Stock Units (“RSUs”) in accordance with the attached Restricted Stock Unit Award Agreement (the “Agreement”):

Grant Date:
Number of RSUs Granted:

Vesting Dates: Subject to the terms and conditions of the Agreement, the RSUs will vest in equal installments as follows:

    The first 1/3 installment of the RSUs will vest on ________ ___, 20___
    The second 1/3 installment of the RSUs will vest on ________ ___, 20___
The last 1/3 installment of the RSUs will vest on ________ ___, 20___

Settlement Date: As soon as administratively practicable following the applicable Vesting Date.
This award is made under the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “Plan”), and is subject to the terms, conditions, limitations and restrictions contained in or established pursuant to the Plan, the Agreement, all requirements of applicable law and, if applicable, the Colgate-Palmolive Company Clawback Policy. Capitalized terms used in this Notice of Grant that are not defined in this Notice of Grant have the meanings as used or defined in the Agreement.

Copies of the Plan, the Agreement and the Company’s Prospectus relating to the Plan are available via Merrill’s Benefits Online at www.benefits.ml.com, or if you prefer to receive a paper copy, they are available from the Company at 300 Park Avenue, New York, New York 10022, Attention: Mr. Marty Collins, EVP, Global Total Rewards and HR Operations.

ATTACHMENT: Restricted Stock Unit Award Agreement






COLGATE-PALMOLIVE COMPANY
2019 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), effective as of the Grant Date indicated on the Restricted Stock Unit Notice of Grant delivered with this Agreement (the “Notice of Grant”), is made and entered into by and between Colgate-Palmolive Company, a Delaware corporation (the “Company”), and the individual named on the Notice of Grant (“you”).
    
Capitalized terms used and not otherwise defined in this Agreement will have the meanings set forth in the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “Plan”).

A.Terms and Conditions Applicable to RSUs.
1.Grant. The Company grants to you, on the terms and conditions set forth in this Agreement, the number of RSUs indicated on the Notice of Grant. Each RSU is equivalent to one Share. Your rights to the RSUs are subject to this Agreement (including the Notice of Grant) and the Plan (which is incorporated herein by reference with the same effect as if set forth herein in full) in addition to such other terms and conditions, if any, as may be imposed by law.
2.Vesting. The number of RSUs specified in the Notice of Grant (plus the RSUs representing any accrued Dividend Equivalents will vest on the vesting date indicated on the Notice of Grant (the “Vesting Date”). Except as provided in Section A.5 below, the RSUs will vest only if you remain continuously employed by the Company or an Affiliate during the entire period commencing on the Grant Date and ending on the Vesting Date (such period, the “Vesting Period”).
3.Settlement. To the extent the RSUs (including RSUs representing any accrued Dividend Equivalents) vest, the Company will settle the vested RSUs in Shares with you receiving one Share for each RSU as soon as administratively practicable following the Vesting Date. No Shares will be delivered upon the vesting of the RSUs unless you have complied with your obligations under this Agreement and the Plan.
4.Dividend Equivalents. During the Vesting Period, Dividend Equivalents will be credited on the RSUs in the form of additional RSUs. At the end of the Vesting Period, the RSUs plus RSUs representing any accrued Dividend Equivalents will be paid to you in the form of Shares. Any fractional Shares accrued from Dividend Equivalents, if applicable, will be paid in cash.

5.Effect of Termination of Employment. The effect of a Termination of Employment on the RSUs is set forth in the Guidelines Regarding the Effect of Termination of Employment on Awards under the Plan adopted by the Committee on September 13, 2023, as such guidelines may be amended by the Committee from time to time. In addition, you are required to comply with the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.

B.Prohibited Conduct. In consideration of the grant by the Company of the RSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on Annex A to this Agreement. Annex A to this Agreement is part of this Agreement.



C.Additional Terms and Conditions.
1.Change in Control; Adjustment for Change in Common Stock. The treatment of the RSUs in the event of a Change in Control, a Corporate Transaction or a Share Change will be governed by the Plan.

2.International Appendix. If you work or reside outside the United States, the RSUs will be subject to the general non-United States terms and conditions and the special terms and conditions of your country set forth in the attached International Appendix and, to the extent there is any conflict between this Agreement and the International Appendix, the International Appendix will control. Moreover, if you relocate from the United States to one of the countries included in the International Appendix or you move between countries included in the International Appendix, the general non-United States terms and conditions and the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable. The International Appendix is part of this Agreement.

3.Notices. Any notice to be given to the Company under this Agreement will be addressed to the Chief Legal Officer and Secretary at the Company’s principal executive offices, and any notice to be given to you will be addressed to you at the address on file with the Company and/or the Company’s appointed third-party Plan administrator. Either the Company or you may designate a different address by written notice to the other. Written notice to said addresses will be effective to bind the Company and you and your representatives and beneficiaries. Any notice required or permitted hereunder will be (a) given in writing and will be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address referenced herein, or (b) delivered electronically (including any notices delivered by a third-party) and will be deemed effectively given upon such delivery.

4.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, beneficiaries, executors, administrators, representatives, successors and assigns.

5.No Contract of Employment; Agreement’s Survival. Nothing contained in this Agreement will affect the right of the Company or an Affiliate to terminate your employment at any time, with or without Cause, or will be deemed to create any rights to employment on your part. The rights and obligations arising under this Agreement are not intended to and do not affect the employment relationship that otherwise exists between the Company or an Affiliate and you, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Company and you. To the extent there is a conflict between this Agreement and such an employment contract as it relates to the RSUs awarded hereunder, the terms of this Agreement will govern and take priority. This Agreement will survive the termination of your employment for any reason.

6.Amendment; Waiver. The terms and conditions of this Agreement may be amended unilaterally by the Company, provided, however, that (a) no such amendment will be adverse to you without your written consent (except (i) as provided in Section A.5 above or (ii) to the extent the Company reasonably determines that such amendment is necessary or appropriate to comply with applicable law, including the provisions of Code Section 409A, stock exchange rules or accounting rules); and (b) the amendment must be permitted under the Plan. The Company’s failure to insist upon strict compliance with any provision of this Agreement or failure to exercise, or any delay in exercising, any right, power or remedy under this
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Agreement will not be deemed to be a waiver of such provision or any such right, power or remedy which the Board, the Committee or the Company has under this Agreement.
7.Severability or Reform by Court. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties will be relieved of their respective obligations arising under such provision only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties that this Agreement will be deemed amended by modifying such provision to the fullest extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives. If any provision of this Agreement is declared or found to be illegal, unenforceable or void to any extent, the validity or enforceability of the remaining provisions of this Agreement will not be affected.

8.Compliance with Law. The Plan, the granting and vesting of the RSUs, and any obligations of the Company under the Plan, will be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed. The Company, in its discretion, may postpone the vesting of the RSUs, the issuance or delivery of Shares under this Award or any other action permitted under the Plan to enable the Company to complete any required action under any federal, state or foreign country law, rule or regulation. The Company may require that you make such representations and agreements and furnish such information as the Company deems appropriate to assure compliance with or exemption from the requirements of any securities exchange, any foreign, federal, state or local law, any governmental regulatory body, or any other applicable legal requirement, and Shares will not be issued unless and until you make such representations and agreements and furnish such information as the Company deems appropriate. The Company will not be obligated by virtue of any provision of the Plan to recognize the vesting of the RSUs or to otherwise sell or issue Shares in violation of any such laws, rules or regulations. Neither the Company nor its directors or officers will have any obligation or liability to you caused by any postponement of the vesting or settlement of the RSUs (or Shares issuable thereunder).

9.No Rights as Shareholder. Except as set forth in the Plan, neither you nor any person claiming under or through you will be, or will have any of the rights or privileges of, a holder of Shares with respect to the RSUs unless and until Shares are actually delivered to you.

10.Right of Set-Off. In addition to the rights of the Company set forth in Paragraph 6 of Annex A, you agree, if the Company in its reasonable judgment determines that you owe the Company and/or any Affiliate any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to the Company pursuant to the Company’s tax equalization program or the Company’s policies with respect to travel and business expenses, and if you have not satisfied such obligation(s), then the Company may, to the extent permitted by applicable law (including without limitation Code Section 409A) instruct the Plan administrator to withhold and/or sell Shares acquired by you upon settlement of the RSUs, or the Company may deduct funds equal to the amount of such obligation from other funds due to you from the Company or an Affiliate.
11.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan, including this Agreement, by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or its appointed third-party Plan
3



administrator. The Agreement if delivered by electronic means with electronic signatures will be treated in all manner and respects as an original executed document and will be considered to have the same binding legal effect as if it were the original signed versions thereof delivered in person.
12.Data Privacy. By accepting the RSUs, you explicitly and unambiguously consent to the collection, use, transfer, holding, storage and disclosure in electronic or other form, of your personal data as described in this Agreement and any other Award grant materials (“Data”) by and among, as applicable, the Company and its subsidiaries and Affiliates (collectively referred to in this Data Privacy section as the “Company”) and certain third party service providers including, but not limited to, Plan brokers, financial advisers and legal counsel, engaged by the Company (collectively, the “Providers”) for the purpose of implementing, administering and managing the Plan and complying with applicable laws, regulations and legislation.

You understand that the Data which may be collected, used, transferred, held, stored or disclosed by the Company and the Providers consists of certain Data about you, including, but not limited to, your name, home address, telephone number, date of birth, social insurance number or other government identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding. You further understand that such collection, use, transfer, holding, storage or disclosure of the Data may be necessary for the purpose of implementing, administering and managing the Plan and complying with applicable laws, regulations and legislation. You understand that the Company or the Providers may be located in the United States or elsewhere, and that the laws of the country in which the Company and the Providers collect, use, transfer, hold, store or disclose the Data may have different legal protections for the Data than your country. However, regardless of the location of the Data, the Company protects the Data through reasonable physical, technical and administrative safeguards and requires that the Providers also have such safeguards in place.

You understand that you may, at any time, request a copy of your Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting your local human resources representative in writing. You understand that refusing or withdrawing your consent may affect your ability to participate in the Plan as more fully described below.

You understand that you are providing the consent herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your employment status or service and career with your employer will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company would not be able to grant RSUs or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

13.Governing Law; Choice of Venue. This Agreement will be governed, construed and enforced in accordance with the laws of the State of Delaware and the United States, as applicable, without giving effect to conflict of law rules or principles thereof. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement may be brought against you or the Company only in a federal or state court located in Delaware, and you and the Company each agree to
4



submit yourself and your respective property to the exclusive jurisdiction of the foregoing courts with respect to such disputes.

14.Plan Incorporated. You accept the RSUs hereby granted subject to all the provisions of the Plan, which are incorporated into this Agreement, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected thereby. In the event of a conflict between this Agreement and the Plan, the Plan will prevail.

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IN WITNESS WHEREOF, this Agreement has been executed as of the Grant Date.


COLGATE-PALMOLIVE COMPANY

    image_0.jpg

_______________________________________
Authorized Signature



Using the Merrill Benefits Online system or other available means, you must accept the above RSUs in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that you have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. If you do not do so within 180 days of the Grant Date indicated on the Notice of Grant ([Date]), then the RSUs will become null and void and will be forfeited.
6



Annex A
Prohibited Conduct

1.Defined Terms.

2.Affiliate” means a corporation or other entity (i) controlled by, controlling or under common control with, the Company (including, without limitation, a corporation or other entity in which the Company has a 50% or more ownership interest) or (ii) designated by the Committee from time to time as such for purposes of the Plan.
3.Covered Products” means any product, composition, formulation, process, machine or service of any person or organization (other than the Company or an Affiliate) in existence, being researched or under development that competes with, or is intended to compete with, a product, composition, formulation, process, machine or service being researched or under development, produced, distributed, marketed, sold or licensed by the Company or an Affiliate (i) related to any aspect of any one or more of the Company’s or an Affiliate’s lines of business on which you have worked or provided services during the Relevant Period, or (ii) for which you have obtained, been provided or had access to confidential, proprietary and/or trade secret information of the Company or an Affiliate.
4.Prohibited Geography” means any country, geography, territory, region or division with respect to which you have worked, provided services or had a material presence or influence for the Company or an Affiliate in any capacity.
5.Relevant Period” means the 24-month period immediately prior to the termination of your employment with the Company or an Affiliate for any reason.
6.Restricted Time” means the period during which you are employed by the Company or an Affiliate plus the 12-month period immediately following the termination of your employment with the Company or an Affiliate for any reason.

7.Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this Annex A are collectively referred to as the “Restrictive Covenants.

8.Non-Compete

1.During the Restricted Time, you will not, without the prior written consent of the Company’s Chief Human Resources Officer or Chief Legal Officer, either directly or indirectly, for yourself or on behalf of or in conjunction with any other person, partnership, corporation or other entity, serve as a director, officer, employee, consultant, contractor or advisor of, provide services or advice in any capacity to, or acquire or hold any ownership interest in an entity that manufactures, markets, sells, develops, distributes or produces Covered Products in the Prohibited Geography, subject to applicable law. Notwithstanding the foregoing, you will not be considered to be in violation of this covenant solely by reason of owning, directly or indirectly, up to 5% in the aggregate of any class of securities of any corporation, partnership or other entity.

Annex A-1



ii.In the event of a termination of your employment with the Company or an Affiliate, you agree to disclose to your Human Resources Representative in writing, at least fourteen (14) days prior to your anticipated last day of employment with the Company or Affiliate, as applicable, the name of any new employer or other entity for whom you will be providing services or advice in any capacity and the scope of your role with that employer or other entity in order to allow the Company a reasonable period of time to determine whether that role is in breach of the Restrictive Covenants.  You further agree that during the Restricted Time, you will provide notice to the Company as set forth in this subparagraph and pursuant to the Notices provision of Section C.3 of this Agreement, of any new employer or other new entity for whom you will be providing services or advice in any capacity, or new role with any employer or other entity, at least fourteen (14) days prior to assuming that new role to allow the Company a reasonable period of time to determine whether that role is in breach of the Restrictive Covenants.

b.Non-Interference.

i.With respect to Covered Products, during the Restricted Time, except on behalf of the Company or an Affiliate, you will not solicit or sell to (or attempt to solicit or sell to) any customer or prospective customer, or any supplier, licensee or other business relation of the Company or an Affiliate (each, a “Restricted Third Party”) (a) for which, during your employment with the Company or an Affiliate, you, directly or indirectly, engaged or had responsibility on behalf of the Company or an Affiliate during the Relevant Period, or (b) for which you have obtained, been provided, or had access to confidential information of the Restricted Third Party, or (c) for which you have obtained, been provided or had access to Confidential Information (as such term is defined in Paragraph 3 below) pertaining to the Restricted Third Party.

ii.In addition, during the Restricted Time, you will not induce (or attempt to induce) any Restricted Third Party to cease or diminish doing business with the Company or an Affiliate or in any way interfere with the relationship between any Restricted Third Party and the Company or an Affiliate.

iii.For purposes of this Paragraph 2(b), a “prospective customer” of the Company or an Affiliate is a person or entity with whom the Company or an Affiliate was engaged in communications or negotiations to provide services with respect to Covered Products or to sell Covered Products during the Relevant Period.

c.Employee Non-Solicitation.  During the Restricted Time, you will not in any way, including through another person acting on your recommendation, suggestion, identification or advice:
i.Solicit, employ or retain any person who is employed by the Company or an Affiliate; or

ii.Otherwise induce or attempt to induce (A) any such person to terminate his or her employment with the Company or an Affiliate or to accept any position with any other person or entity, or (B) any prospective employee not to establish an employment relationship with the Company or an Affiliate.

Annex A-2



iii.For purposes of this Paragraph 2(c), a “prospective employee” is a person who was in communications or negotiations to become an employee of the Company or an Affiliate during the Relevant Period.

9.Confidential Information.

a.During the term of your employment and thereafter, you will hold in strictest confidence, and not use, except for the benefit of the Company and/or its Affiliates, or disclose to any person or entity without written authorization of an officer of the Company, any “Confidential Information,” except under a non-disclosure agreement duly authorized and executed by the Company.

b.“Confidential Information” includes nonpublic information pertaining to the Company and/or its Affiliates’ including, but not limited to, its and/or their strategic plans, advertising and marketing plans, sales plans, formulae, processes, methods, machines, ideas, concepts, new product developments, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research, technology research and development, budgets, profit and loss data, raw material costs, identity of suppliers, customer lists, customer information, improvements, inventions, personnel information (including information regarding other employees’ skills, performance, discipline and compensation), financial or business information and data, and associations with other organizations that the Company has not previously made public. “Confidential Information” also includes any third party’s information received by the Company and/or its Affiliates subject to an obligation, understanding or business practice of confidentiality, including information subject to confidentiality obligations under applicable law or contract.

c.“Confidential Information” does not include (i) information that can be shown by written evidence to be in the public domain at the time of disclosure by you or that is publicized or otherwise becomes part of the public domain through no fault of your own or the wrongdoing of a third party; or (ii) information that has become publicly known and made generally available through no act of yours or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof. In the event that you do not know whether specific information is regarded as Confidential Information hereunder, you will inquire from the Company and obtain the Company’s input thereon before treating the information as something other than Confidential Information.

d.You are hereby notified that under the U.S. Defend Trade Secrets Act of 2016: (1) no individual will be held criminally or civilly liable under U.S. federal or state trade secret law for the disclosure of a trade secret (as defined in the U.S. Economic Espionage Act) that: (A) is made in confidence to a U.S. federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and, (2) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court or arbitration proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by order in that proceeding.

e.Nothing in this Agreement is intended to or shall preclude you from: (i) providing truthful testimony on any non-privileged subject matter in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law; (ii)
Annex A-3



reporting, without any prior authorization from, or notification to, the Company, any good faith allegation of unlawful employment practices, criminal conduct or possible violations of law or regulation to any appropriate federal, state, or local governmental or regulatory agency, entity or official(s), including but not limited to the U.S. Securities and Exchange Commission, the U.S. National Labor Relations Board, the U.S. Equal Employment Opportunity Commission, or any analogous state or local government agencies (collectively, “Governmental Authorities”), or making other disclosures that are protected under the whistleblower provisions of applicable federal, state, or local law or regulation; (iii) participating in any investigation or proceeding by any Governmental Authority; and (iv) discussing workplace issues including wages or other terms and conditions of employment or otherwise exercising your rights under Section 7 of the U.S. National Labor Relations Act.
10.Return of Company Property. You agree that upon termination of your employment, you will promptly return to the Company all of its property, including, but not limited to, car stock, computers, personal digital assistants (“PDAs”), tablets, cell phones, files, documents, identification cards, credit cards, keys, equipment, software and data, however stored. To the extent you have any Company material or information stored on any PDA or other personal computer, tablet, cell phone, cloud, email, thumb or hard drive or other personal device, you agree to permanently delete such material and information, subject to any litigation preservation directive that may be applicable to you.

11.Reasonableness of Provisions. You agree that: (a) the terms and provisions of this Agreement (including Annex A) are reasonable; (b) the consideration provided by the Company under this Agreement is not illusory; (c) the Restrictive Covenants are necessary and reasonable for the protection of the legitimate business interests, Confidential Information and goodwill of the Company and its Affiliates; and (d) the consideration given by the Company under this Agreement gives rise to the Company’s interest in the Restrictive Covenants set forth in this Annex A.

12.Repayment and Forfeiture. You specifically recognize and affirm that each of the Restrictive Covenants is a material and important term of this Agreement which has induced the Company to provide for the award of the RSUs granted hereunder. You further agree that in the event that the Company determines that you have breached or attempted or threatened to breach any of the Restrictive Covenants, in addition to any other remedies and monetary damages (which may not be ascertainable) at law or in equity the Company may have available to it, (including but not limited to the equitable relief described below in Paragraph 7), the Company may in its sole discretion: (a) cancel any  unvested RSUs granted hereunder, including unvested RSUs that would otherwise have vested upon Retirement; and (b) require you to pay to the Company the Proceeds (as defined below) of any RSUs that vested during the Look Back Period (as defined below). You will pay to the Company the Proceeds in cash upon demand, and the Company will be entitled to set off against any amount due to you from the Company or an Affiliate, including but not limited to any bonus payments, the amount of any such Proceeds, to the extent that such set-off is not inconsistent with Code Section 409A or other applicable law. For purposes of this Paragraph 6, the term “Proceeds” means the aggregate value of the Shares covered by the RSUs that have vested, determined based on the Fair Market Value of such Shares on the applicable vesting date. For the avoidance of doubt, the amount of Proceeds shall be determined without regard to any taxes or amounts that may be deducted with respect to the vesting of the RSUs. The “Look Back Period” means the longer of the following two periods: (i) the 12-month period immediately preceding the date on which the Company becomes aware of a breach or attempted or threatened breach of any of the Restrictive Covenants; or (ii) the six-month period immediately prior to the date of the termination of your employment with the Company or an Affiliate through the date on which the Company became aware of the breach or attempted or threatened breach, provided the date on which the Company becomes aware of the breach or attempted or threatened breach is no later than 12 months after the date of termination. 
Annex A-4




13.Equitable Relief. You acknowledge that the services you provide to the Company and/or its Affiliate(s) are of a unique nature and that it would be difficult to replace such services.  You also acknowledge that a breach of any of the Restrictive Covenants contained in this Agreement may cause irreparable damage to the Company and its Affiliate(s), the exact amount of which would be difficult to ascertain, and that any remedies, including the repayment and forfeiture remedies set forth in Paragraph 6 of this Annex A and any remedies permissible under law, for any such breach or threatened breach would be inadequate.  Accordingly, in the event the Company determines that you have breached or attempted or threatened to breach any of the Restrictive Covenants, in addition to any other remedies at law or in equity the Company may have available to it, it is agreed that the Company will be entitled to institute and prosecute proceedings in any court, tribunal or arbitrator of competent jurisdiction for specific performance,  a temporary restraining order or preliminary injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto) prohibiting such breach or attempted or threatened breach by proving only the existence of such breach or attempted or threatened breach.

14.Extension of Restrictive Period. You agree that the Restricted Time will be extended by any time during which you are in violation of any of the Restrictive Covenants. 

15.Acknowledgments. You and the Company agree that it is our mutual intent to enter into a valid and enforceable agreement. You and the Company acknowledge the reasonableness of the Restrictive Covenants, including the reasonableness of the geographic area, duration as to time and scope of activity restrained. You further acknowledge that your skills are such that you can be gainfully employed in noncompetitive employment and that the agreement not to compete will not prevent you from earning a living. You acknowledge that the remedies set forth in this Agreement are not the exclusive remedies and the Company may avail itself of other remedies at law or in equity in the event you breach any of the Restrictive Covenants.

16.Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Agreement, and the existence of any claim or cause of action you bring against the Company or an Affiliate, whether predicated upon this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants. 

17.Notification of Subsequent Employer. You agree that the Company and/or Affiliate may notify any person or entity hiring or engaging you, or considering hiring or engaging you, to serve as a director, officer, employee, consultant, contractor or advisor, or to provide services or advice in any capacity, of the existence and provisions of this Agreement.

18.THE SCOPE OF THE RESTRICTIVE COVENANTS IN PARAGRAPH 2 OF THIS ANNEX A ARE SUBJECT TO THE SEVERABILITY OR REFORM BY COURT PROVISIONS SET FORTH IN SECTION C.7 OF THE AGREEMENT.  TO THE EXTENT PERMISSIBLE, THE SCOPE OF THESE RESTRICTIONS SHOULD BE SUBJECT TO REFORMULATION BY A COURT OF COMPETENT JURISDICTION IN ORDER TO PROTECT THE LEGITIMATE BUSINESS INTERESTS OF THE COMPANY AND ITS AFFILIATES TO THE FULLEST EXTENT PERMITTED BY LAW.  PARAGRAPH 2 OF THIS ANNEX A IS SEVERABLE AND WILL NOT APPLY TO, AND WILL NOT BE ENFORCED BY THE COMPANY WITH RESPECT TO, POST–TERMINATION ACTIVITY IN ANY JURISDICTION IN WHICH THIS PROHIBITION IS NOT ENFORCEABLE UNDER APPLICABLE LAW.
Annex A-5


EXHIBIT 31-A

I, Noel Wallace, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Colgate-Palmolive Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 31, 2025
/s/ Noel Wallace
Noel Wallace
Chairman of the Board, President and
Chief Executive Officer



EXHIBIT 31-B

I, Stanley J. Sutula III, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Colgate-Palmolive Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: October 31, 2025
/s/ Stanley J. Sutula III
Stanley J. Sutula III
Chief Financial Officer



EXHIBIT 32

The undersigned Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer of Colgate-Palmolive Company each certify, pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § 1350, that:

(1)the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (the “Report”) which this statement accompanies fully complies with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934; and

(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Colgate-Palmolive Company.

Date: October 31, 2025
/s/ Noel Wallace
Noel Wallace
Chairman of the Board, President and
Chief Executive Officer
/s/ Stanley J. Sutula III
Stanley J. Sutula III
Chief Financial Officer